As filed with the Securities and Exchange Commission
on 27 September 2000
Registration No. 333-
================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
__________________________________
DEERE & COMPANY
(Exact name of registrant as specified in its charter)
Delaware 36-2382580
(State or other jurisdiction of (I.R.S. employer no.)
incorporation or organization) identification
One John Deere Place, Moline, Illinois 61265
(Address of Principal Executive Offices)
JOHN DEERE OMNIBUS EQUITY AND INCENTIVE PLAN
(Full title of the plan)
__________________________________
Michael A. Harring
Deere & Company
One John Deere Place
Moline, Illinois 61265
309-765-5799
(Name and address and telephone number of agent for service)
__________________________________
Calculation of Registration Fee
================================================================
Proposed
Title of Maximum Proposed
Each Class Offering Maximum Amount of
of Amount Price Aggregate Registra-
Securities to be Per Offering tion Fee
to be Registered Share Price (3),(4),(5)
Registered (2),(3) (3),(4) (3),(4)
----------------------------------------------------------------
Common Stock, 14,449,049 $32.1856 $465,051,358 $134,800.59
$1 par value Shares
(1)
================================================================
(1) Pursuant to the registrant's Rights Agreement, as amended
from time to time, each share of common stock includes a right
to purchase certain shares of preferred stock which, prior to
the occurrence of certain events, will not be exercisable or
evidenced separately from the common stock.
(2) This Registration Statement (the "Registration Statement")
also covers an indeterminate additional amount of shares to be
offered or sold pursuant to any antidilution provisions of the
plan.
<PAGE>
(3) The offer and sale of 2,740,593 shares registered hereby
were previously registered for sale under the registrant's 1991
John Deere Stock Option Plan pursuant to the registration
statement on Form S-8 (File No. 333-01477) filed and effective
on 6 March 1996 (the "1996 Registration Statement"). The offer
and sale of 1,638,305 shares registered hereby were previously
registered for sale under the registrant's John Deere Equity
Incentive Plan pursuant to the registration statement on Form S-
8 (File No. 33-57897) filed and effective on 1 March 1995 (the
"1995 Registration Statement" and together with the 1996
Registration Statement, the "Prior Registration Statements"). In
addition, the offer and sale of 10,070,151 shares registered
hereby are being registered for the first time. The shares
described above that have been previously registered and the
registration fees for those shares paid as part of the
registration fees paid with respect to the Prior Registration
Statements are carried over to this Registration Statement in
accordance with the principles set forth in Instruction E to
Form S-8 and Interpretation 89 under Section G, "Securities Act
Forms" of the Manual of Publicly Available Telephone
Interpretations of the Division of Corporation Finance of the
Securities and Exchange Commission (as supplemented through July
2000) (the "Instruction and Interpretation").
(4) The Proposed Maximum Offering Price Per Share, the Proposed
Maximum Aggregate Offering Price and the Amount of Registration
Fee shown are a combination of the respective amounts used in
calculating the portion of the registration fees carried over
from the Prior Registration Statements and the amounts used to
calculate the portion of the registration fees on the newly
registered shares as follows:
================================================================
Number of
Shares Carried Proposed
Total Shares Over and Maximum
Registration Originally Newly Offering Price
Statement Registered Registered per Share (B)
----------------------------------------------------------------
333-01477 10,500,000 2,740,593 $39.1875
33-57894 3,000,000(A) 1,638,305(A) $25.2708(A)
This S-8 10,070,151 $31.4050
----------------------------------------------------------------
Total 14,449,049 $32.1856(C)
================================================================
============================================
Proposed
Maximum
Aggregate Amount of
Offering Price Registration Fee
--------------------------------------------
$107,396,988 $ 37,033.45
$ 41,401,278 $ 14,276.32
$316,253,092 $ 83,490.82
--------------------------------------------
Total $465,051,358 $134,800.59
============================================
(A) Proportionately adjusted for the three-for-one stock
split of the registrant's Common Stock effective November 17,
1995.
(B) These prices per share were estimated solely for the
purpose of calculating the registration fee in accordance with
Rules 457(c) and (h) under the Securities Act of 1933, as
amended. The prices for the registration fees being carried over
from the 1996 Registration Statement and the 1995 Registration
Statement were computed on the basis of the average of the high
and low price paid per share for the Common Stock, as reported
on the New York Stock Exchange on March 1, 1996 and February 27,
1995, respectively. The price per share for the registration
fees relating to the newly registered shares hereunder is based
on the average of the high and low price paid per share for the
Common Stock, as reported on the New York Stock Exchange on
September 25, 2000.
(C) Weighted average offering price per share based on the
number of shares carried over and the number of shares
registered for the first time hereunder.
(5) As described in note (3) and (4) above, $37,033.45 of the
registration fee was previously paid with Registration Statement
No. 333-01477 and $14,276.32 of the registration fee was
previously paid with Registration Statement No. 33-57894. The
balance of the registration fee of $83,490.82 has been deposited
by the registrant to the Commission's lock-box account in
connection with this Registration Statement.
================================================================
Page 2
<PAGE>
STATEMENT REGARDING COMPLIANCE WITH INSTRUCTION E OF FORM S-8
Deere & Company, a Delaware corporation ("Deere"), has filed
this Registration Statement to register the offer and sale of
14,449,049 shares of Deere's Common Stock, $1 par value (the
"Shares") pursuant to the John Deere Omnibus Equity and Incentive
Plan (the "Plan"). Contemporaneously with the filing of this
Registration Statement, Deere is filing with the Securities and
Exchange Commission (the "Commission"): (i) Post Effective
Amendment No. 1 to its registration statement on Form S-8 (File
No. 333-01477) (the "1996 Registration Statement") pursuant to
which Deere registered, among other offers and sales of shares of
the Common Stock, the offer and sale of 2,740,593 shares of the
Common Stock pursuant to the 1991 John Deere Stock Option Plan;
and (ii) Post Effective Amendment No. 1 to its registration
statement on Form S-8 (File No. 33-57894) (the "1995 Registration
Statement" and together with the 1996 Registration Statement, the
"Prior Registration Statements") pursuant to which Deere
registered, among other offers and sales of shares of the Common
Stock, the offer and sale of 1,638,305 shares of the Common Stock
pursuant to the John Deere Equity Incentive Plan. The 1991 John
Deere Stock Option Plan and the John Deere Equity Incentive Plan
are predecessors to the Plan.
The Plan was adopted by Deere's Board of Directors and
approved by Deere's stockholders to succeed the prior plans. Deere
desires to have the Shares registered for the Plan to include
those shares of the Common Stock described above whose offer and
sale were registered under the Prior Registration Statements and
are carried over to this Registration Statement. Following the
filing of this Registration Statement, the shares carried over
from the Prior Registration Statements are no longer available for
new awards under the prior plans.
Consequently, in accordance with the Instruction and
Interpretation: (1) Deere is carrying over from the 1996
Registration Statement and registering the offer and sale of
2,740,593 shares of the Common Stock under the Plan pursuant to
this Registration Statement; (ii) Deere is carrying over from the
1995 Registration Statement and registering the offer and sale of
1,638,305 shares of the Common Stock under the Plan pursuant to
this Registration Statement; (iii) $37,033.45 of the registration
fee allocable to the Shares carried over from the 1996
Registration Statement and paid in connection with the 1996
Registration Statement, is carried over in this Registration
Statement; (iv) $14,276.32 of the registration fee allocable to
the Shares carried over from the 1995 Registration Statement and
paid in connection with the 1995 Registration Statement, is
carried over in this Registration Statement; (v) the Prior
Registration Statements are being amended on a post-effective
basis to discuss the succession of the 1991 John Deere Stock
Option Plan and the John Deere Equity Incentive Plan by the Plan;
(vi) in addition to the Shares being carried over pursuant to (i)
and (ii) above, Deere is registering for the first time the offer
and sale of 10,070,151 shares of the Common Stock under the Plan
pursuant to this Registration Statement; and (vii) in addition to
the registration fees being carried over pursuant to (iii) and
(iv) above, $83,490.82 of the registration fee allocable to the
newly registered shares has been deposited by Deere to the
Commission's lock-box account in connection with this Registration
Statement.
PART I - INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Information required by Part I to be contained in the Section
10(a) prospectus is omitted from this Registration Statement in
accordance with Rule 428 under the Securities Act of 1933 and the
Note to Part I of Form S-8.
Page 3
<PAGE>
PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Prior Registration Statements (as defined above)
heretofore filed with the Commission by Deere are incorporated by
reference in this Registration Statement. In addition, the
following documents filed by Deere with the Commission are
incorporated herein by reference:
1. Deere's annual report on Form 10-K for the fiscal year
ended October 31, 1999;
2. Deere's definitive proxy statement dated January 19, 2000
filed in connection with its annual meeting held February 23,
2000;
3. Deere's 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;
4. Deere's quarterly report on Form 10-Q for the periods
ended January 31, 2000, April 30, 2000 and July 31, 2000;
5. The description of Deere's common stock contained in
Deere's registration statement on Form 8-B dated July 3, 1958 as
amended on Form 8 dated February 17, 1981, including any amendment
or supplement updating such description; and
6. The description of Deere's Preferred Stock Purchase Rights
included in the registration statement on Form 8-A filed December
10, 1997.
All documents subsequently filed by Deere pursuant to Section
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934
prior to the filing of a post-effective amendment which indicates
that all the shares of Deere's Common Stock offered hereby have
been sold or which deregisters all the shares of Deere's Common
Stock then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof
from the date of filing of such documents.
Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a
part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Page 4
<PAGE>
Item 5. Interests of Named Experts and Counsel.
The validity of the shares offered under the Registration
Statement is being passed upon for Deere by James R. Jenkins,
Senior Vice President and General Counsel of Deere. Mr. Jenkins
is an officer and employee of Deere and, as such, participates in
various stock benefit plans of Deere. By reason of such
participation, Mr. Jenkins owns and holds options to purchase and
shares of Common Stock of Deere.
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of Delaware
authorizes a corporation to indemnify directors and officers under
certain prescribed circumstances and, subject to certain
limitations, against certain costs and expenses, including
attorneys' fees, actually and reasonably incurred in connection
with any action, suit or proceeding, whether civil, criminal,
administrative or investigative, to which any of them is a party
by reason of his being a director or officer of the corporation if
it is determined that he acted in accordance with the applicable
standard of conduct set forth in such statutory provision. Article
Seventh of the Certificate of Incorporation of Deere provides in
effect that Deere shall provide certain indemnification to such
persons.
Deere 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 in a proportion based upon the relative benefits to, and
relative fault of, Deere 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 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 are insured, under
policies of insurance maintained by Deere, within the limits and
subject to the limitations of the policies, against certain
expenses in connection with the defense of actions, suits or
proceedings, to which they are parties by reason of being or
having been such directors or officers.
Item 7. Exemptions from Registration Claimed.
Not applicable.
Page 5
<PAGE>
Item 8. Exhibits.
4.1 Certificate of Incorporation of Deere, as amended
(incorporated by reference to Exhibit 3.1 to Deere's annual report
on Form 10-K for the fiscal year ended October 31, 1999).
4.2 By-Laws of Deere, as amended (incorporated by reference
to Exhibit 3.3 to Deere's annual report on Form 10-K for the
fiscal year ended October 31, 1999).
4.3 John Deere Omnibus Equity and Incentive Plan
(incorporated by reference to Exhibit A to Deere's definitive
proxy statement dated January 19, 2000 filed in connection with
its annual meeting held February 23, 2000).
5 Opinion and consent of James R. Jenkins, Senior Vice
President and General Counsel.
23.1 Consent of James R. Jenkins, Senior Vice President and
General Counsel (included in Exhibit 5).
23.2 Consent of Deloitte & Touche LLP.
24 Power of Attorney (included on signature page).
Item 9. Undertakings.
(a) Rule 415 Offering.
Deere hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the registration
statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental
change in the information set forth in the registration statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in
the registration statement or any material change to such
information in the registration statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the registration statement is on Form
S-3, Form S-8 or Form F-3, and the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
Page 6
<PAGE>
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) Filings Incorporating Subsequent Exchange Act Documents by
Reference.
The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities Exchange
Act of 1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c)-(g) Not applicable.
(h) Undertaking Regarding Indemnification Provisions if Filing
of Registration Statement on Form S-8.
Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
(i)-(j) Not applicable.
Page 7
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this registration statement or amendment to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the County of Rock Island, State of Illinois, on
27 September 2000.
DEERE & COMPANY
By: /s/ R. W. Lane
-----------------------
R. W. Lane
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this registration statement or amendment has been signed by the
following persons in the capacities and on the date indicated.
Each person signing below hereby appoints James R. Jenkins and
Nathan J. Jones and each of them singly, his or her lawful
attorney-in-fact with full power to execute and file all
amendments to this registration statement, and generally to do all
such things, as such attorney-in-fact may deem appropriate to
enable Deere & Company to comply with the provisions of the
Securities Act of 1933 and all requirements of the Securities and
Exchange Commission.
Signature Title Date
--------- ----- ----
/s/ JOHN R. BLOCK Director )
------------------------- )
John R. Block )
)
/s/ CRANDALL C. BOWLES Director )27 September 2000
------------------------- )
Crandall C. Bowles )
)
Director )
------------------------- )
T. Kevin Dunnigan )
)
/s/ LEONARD A. HADLEY Director )
------------------------- )
Leonard A. Hadley )
Page 8
<PAGE>
Signature Title Date
--------- ----- ----
/s/ REGINA E. HERZLINGER Director )
------------------------- )
Regina E. Herzlinger )
)
Senior Vice President )
/s/ NATHAN J. JONES and Chief Financial )
------------------------- Officer (principal )
Nathan J. Jones financial officer and )
principal accounting )
officer) )
)
/s/ ARTHUR L. KELLY Director )27 September 2000
------------------------- )
Arthur L. Kelly )
)
/s/ R. W. LANE Chairman, Chief )
------------------------- Executive Officer and )
R. W. Lane Director (principal )
executive officer) )
)
/s/ ANTONIO MADERO B. Director )
------------------------- )
Antonio Madero B. )
)
/s/ THOMAS H. PATRICK Director )
------------------------- )
Thomas H. Patrick )
)
/s/ JOHN R. STAFFORD Director )
------------------------- )
John R. Stafford )
)
/s/ JOHN R. WALTER Director )
------------------------- )
John R. Walter )
)
/s/ ARNOLD R. WEBER Director )
------------------------- )
Arnold R. Weber )
Page 9
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description of Exhibit
------- ----------------------
4.1 Certificate of Incorporation of Deere, as
amended (incorporated by reference to Exhibit 3.1
to Deere's annual report on Form 10-K for the
fiscal year ended October 31, 1999).
4.2 By-Laws of Deere, as amended (incorporated by
reference to Exhibit 3.3 to Deere's annual report
on Form 10-K for the fiscal year ended
October 31, 1999).
4.3 John Deere Omnibus Equity and Incentive Plan
(incorporated by reference to Exhibit A to Deere's
definitive proxy statement dated January 19, 2000
filed in connection with its annual meeting held
February 23, 2000).
5 Opinion and consent of James R. Jenkins, Senior Vice
President and General Counsel.
23.1 Consent of James R. Jenkins, Senior Vice President and
General Counsel (included in Exhibit 5).
23.2 Consent of Deloitte & Touche LLP.
24 Power of Attorney (included on signature page).
Page 10
