As filed with the Securities and Exchange Commission
on February 1, 2000
================================================================
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
Deere & Company
(exact name of Registrant as specified in its charter)
Delaware 36-2382580
(State or other jurisdiction
of incorporation or (I.R.S. Employer
organization) Identification No.)
One John Deere Place
Moline, Illinois 61265-8098
(309) 765-8000
(Name, address, including zip code, and telephone
number, including area code, of Registrant's
principal executive offices)
Michael A. Harring
Deere & Company
One John Deere Place
Moline, Illinois 61265-8098
(309) 765-5799
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
Peter P. Wallace, Esq.
Morgan, Lewis & Bockius LLP
300 South Grand Avenue, Twenty Second Floor
Los Angeles, California 90071-3132
(213) 612-2500
Approximate date of commencement of proposed sale to the
public: From time to time after this Registration Statement
becomes effective.
If the only securities being registered on this Form are
being offered pursuant to dividend or interest reinvestment
plans, please check the following box. [ ]
If any of the securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered
only in connection with dividend or interest reinvestment plans,
check the following box. [X]
If this Form is filed to register additional securities for
an offering pursuant to Rule 462(b) under the Securities Act,
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement
for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and
list the Securities Act registration statement number of the
earlier effective registration statement for the same offering.[ ]
If delivery of the prospectus is expected to be made pursuant
to Rule 434, please check the following box. [ ]
____________________________
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<PAGE>
CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------
Proposed Proposed
Maximum Maximum
Title of Each Class Amount Offering Aggregate Amount of
of Securities to Be Price Per Offering Registration
to be Registered Registered Share (1) Price (1) Fee (1)
- ----------------------------------------------------------------
Common Stock, $1.00 118,088 $44.72 $5,280,895 $1,395
par value (2)
- ----------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the
registration fee; computed in accordance with Rule 457(c) on
the basis of the average of the high and low sales prices
for the Common Stock on January 28, 2000 as reported on the
New York Stock Exchange, Inc.
(2) Pursuant to the registrant's Rights Agreement, as amended
from time to time, each share of common stock includes a
right to purchase certain shares of preferred stock which,
prior to the occurrence of certain events, will not be
exercisable or evidenced separately from the common stock.
____________________________
The Registrant hereby amends this Registration Statement on such
date or dates as may be necessary to delay its effective date
until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement
shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
================================================================
<PAGE>
Subject to Completion
The information contained in this prospectus is not complete and
may be changed. These securities may not be sold pursuant to the
registration statement 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
a solicitation of an offer to buy these securities in any state
or jurisdiction where the offer or sale is not permitted.
Preliminary Prospectus Dated February 1, 2000
PROSPECTUS
- ----------
DEERE & COMPANY
(DEERE LOGO)
118,088 Shares
Common Stock
This prospectus relates to the offer and sale of 118,088
shares of common stock of Deere & Company by certain of our
stockholders. None of our directors or executive officers is
selling shares in this offering, and neither we nor they will
receive any proceeds from the sale of the shares offered hereby.
All expenses of registration of the shares which may be offered
hereby under the Securities Act will be paid by us (other than
underwriting discounts and selling commissions, and fees and
expenses of advisors to any of the selling stockholders).
Our common stock is listed on the New York Stock Exchange,
Inc. under the trading symbol "DE." Our common stock is also
listed on the Chicago and Frankfurt (Germany) Stock Exchanges. On
January 28, 2000, the closing price of our common stock as
reported on the New York Stock Exchange, Inc. was $44.75 per
share.
The selling stockholders, directly or through agents, brokers
or dealers designated from time to time, may sell the shares of
our common stock offered hereby from time to time on terms to be
determined at the time of sale. See "Plan of Distribution."
The Securities and Exchange Commission and state securities
regulators have not approved or disapproved these securities, or
determined if this prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
__________________________________
The date of this Prospectus is , 2000
<PAGE>
TABLE OF CONTENTS
Page
Where You Can Find More Information........................ 2
Documents Incorporated by Reference........................ 2
Safe Harbor Statement...................................... 3
The Company................................................ 4
Use of Proceeds............................................ 4
The Selling Stockholders................................... 4
Limitation of Liability and Indemnification................ 5
Plan of Distribution....................................... 6
Validity of Common Stock................................... 7
Experts.................................................... 7
___________________
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current 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
Judiciary Plaza Building, 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549 and at the Commission's Regional Offices
located at 7 World Trade Center, Suite 1300, New York, New York
10048 and 500 West Madison Street, Suite 1400, Chicago, Illinois
60661. 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.
This prospectus is part of a registration statement that we
filed with the SEC. The registration statement contains more
information than this prospectus regarding Deere & Company and
its common stock, including certain exhibits. You can get a copy
of the registration statement from the SEC at the address listed
above or from its internet site.
Our common stock is listed on the New York Stock Exchange.
Our common stock is also listed on the Chicago and Frankfurt
(Germany) Stock Exchanges. Information about us is also available
at those locations.
DOCUMENTS INCORPORATED BY REFERENCE
The SEC allows us to "incorporate by reference" the
information we file with them, which means that we can disclose
important information to you by referring you to those documents
that are considered part of this prospectus. Later information
that we file with the SEC will automatically update and supersede
this information. We incorporate by reference the documents
listed below and any future filings made by us with the SEC under
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
of 1934 until this offering of securities has been completed.
- Annual Report on Form 10-K for the year ended October 31,
1999.
- Current Reports on Form 8-K dated November 23, 1999 and
December 13, 1999.
You may obtain a copy of these filings at no cost, by writing
or telephoning us at the following address:
Deere & Company
One John Deere Place
Moline, Illinois 61265-8098
Attn: Stockholder Relations
(309) 765-4539
_____________________________________
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You should rely only on the information contained in this
prospectus and any supplement. We have not authorized any other
person to provide you with different or additional information.
If anyone provides you with different or additional information,
you should not rely on it. This prospectus is not an offer to
sell these securities in any jurisdiction where the offer or sale
is not permitted. You should assume that the information
appearing in or incorporated by reference in this prospectus and
any supplement is accurate as of its date only. Our business,
financial condition, results of operations and prospects may have
changed since that date.
SAFE HARBOR STATEMENT
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION
REFORM ACT OF 1995: Certain statements made in this prospectus or
other documents that we file with the Securities and Exchange
Commission that are incorporated by reference herein that relate
to future operating periods are subject to important risks and
uncertainties that could cause actual results to differ
materially. Forward-looking statements relating to our businesses
involve certain factors that are subject to change, including:
the many interrelated factors that affect farmers' confidence,
including worldwide demand for agricultural products, world grain
stocks, commodities prices, weather conditions, real estate
values, animal diseases, crop pests, harvest yields and
government farm programs; general economic conditions and housing
starts; legislation, primarily legislation relating to
agriculture, the environment, commerce and government spending on
infrastructure; actions of competitors in the various industries
in which we compete; levels of new and used field inventories;
production difficulties, including capacity and supply
constraints; dealer practices; labor relations; interest and
currency exchange rates (including conversion to the euro);
technological difficulties (including year 2000 readiness);
accounting standards; and other risks and uncertainties. Economic
difficulties in various parts of the world could continue to
adversely affect North American grain and meat exports. The
number of housing starts is especially important to sales of
construction equipment. Sales of commercial and consumer
equipment during the winter are affected by the amount and timing
of snowfall. Our outlook is based upon assumptions relating to
the factors described above, which are sometimes based upon
estimates and data prepared by government agencies. Such
estimates and data are often revised. Further information,
including factors that potentially could materially affect our
financial results, is included in our filings with the Securities
and Exchange Commission.
Page 3
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THE COMPANY
We (Deere & Company and its subsidiaries, collectively called
"John Deere") manufacture, distribute and finance a full range of
agricultural equipment; a broad range of equipment for
construction, forestry and public works; and a variety of
commercial and consumer equipment. We also provide credit and
health care for businesses and the general public. We believe
that our worldwide sales of agricultural equipment during recent
years have been greater than those of any other business in our
industry. We also believe that John Deere is an important
provider of most of the types of construction equipment that we
market, and the leader in some size ranges. We also believe we
are the world's largest producer of premium turf care equipment
and utility vehicles. John Deere's operations are categorized
into four business segments:
The worldwide AGRICULTURAL EQUIPMENT segment manufactures
and distributes a full line of farm equipment - including
tractors; combine, cotton and sugarcane harvesters; tillage,
seeding and soil preparation machinery; sprayers; hay and
forage equipment; materials handling equipment; and
integrated precision farming technology.
The worldwide CONSTRUCTION EQUIPMENT segment manufactures
and distributes a broad range of machines used in
construction, earthmoving and forestry - including backhoe
loaders; crawler dozers and loaders; four-wheel-drive
loaders; excavators; scrapers; motor graders; log skidders;
and forestry harvesters.
The worldwide COMMERCIAL AND CONSUMER EQUIPMENT segment
manufactures and distributes equipment for commercial and
residential uses - including small tractors for lawn,
garden, commercial and utility purposes; riding and walk-
behind mowers; golf course equipment; snowblowers; handheld
products such as chain saws; string trimmers and leaf
blowers; skid-steer loaders; utility vehicles; and other
outdoor power products.
The products produced by the equipment segments are marketed
primarily through independent retail dealer networks and
major retail outlets. The equipment segments also include
the manufacture and distribution of engines and drivetrain
components for the original equipment manufacturer market.
The CREDIT segment 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
equipment and finances retail revolving charge accounts.
The John Deere enterprise has manufactured agricultural
machinery since 1837. The present company was incorporated under
the laws of Delaware in 1958. The address of our principal office
is One John Deere Place, Moline, Illinois 61265-8098. Our
telephone number is (309) 765-8000.
USE OF PROCEEDS
The selling stockholders are offering all of the shares of
common stock covered by this prospectus. We will not receive any
proceeds from the sales of these shares.
THE SELLING STOCKHOLDERS
The 118,088 shares offered hereby were acquired by the
selling stockholders pursuant to our acquisition of the shares of
capital stock of Navcom Technology, Inc. in November of 1999. We
have registered the shares under the Securities Act in accordance
with registration rights we granted to the selling stockholders
when we acquired Navcom. Our registration of the shares does not
necessarily mean that any selling stockholder will sell any or
all of his or her shares. Several of the selling stockholders
currently are employed by a wholly-owned subsidiary of the
Company.
The following table sets forth the number of shares owned by
each of the selling stockholders. All information contained in
the table below is based upon their beneficial ownership as of
November 4, 1999. Because
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the selling stockholders may offer all or some of the shares
which they hold pursuant to the offering contemplated by this
prospectus, and because there currently are no agreements,
arrangements or understandings with respect to the sale of any of
their shares, we are unable to estimate the amount of shares that
will be held by the selling stockholders after the completion of
this offering. The following table assumes that all of the shares
being registered will be sold. The selling stockholders are not
making any representation that any shares covered by the
prospectus will be offered for sale. The selling stockholders
reserve the right to accept or reject, in whole or in part, any
proposed sale of shares.
Number of Percent of
Number of Shares Outstanding
Shares Registered Shares
Name of Selling Beneficially for Sale After the
Stockholder Owned Hereby Offering
Jalal Alisobhani 11,035 11,035 *
Helen Brock 2,293 2,293 *
Paul H. Galyean 4,586 4,586 *
John P. Genta 1,147 1,147 *
Ronald R. Hatch 17,340 17,340 *
Mark Philip Kaplan 2,866 2,866 *
David Man Kui Li 3,440 3,440 *
James Christopher 2,293 2,293 *
Litton
Litton Consulting 17,340 17,340 *
Group, Inc.
Myles S. Masui 4,586 4,586 *
Jack E. Moore 5,732 5,732 *
L. J. Palmer 2,293 2,293 *
Jose Orlando Quan 2,866 2,866 *
Mark Rentz 1,720 1,720 *
William Tweed Ross 3,440 3,440 *
David Arthur Rowe 3,440 3,440 *
Richard Tennyson 5,159 5,159 *
Sharpe
Lawrence A. Whitcomb 4,586 4,586 *
William P. Williams 4,586 4,586 *
Kai-Tuen Woo 17,340 17,340 *
* Less than one percent.
This prospectus also covers any additional shares of common
stock that become issuable in connection with the shares being
registered by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without
the receipt of consideration which results in an increase in the
number of our outstanding shares of common stock. In addition,
this prospectus covers the preferred stock purchase rights that
currently trade with our common stock and entitle the holder to
purchase additional shares of common stock under certain
circumstances.
LIMITATION OF LIABILITY AND INDEMNIFICATION
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 our Restated Certificate of
Incorporation provides in effect that we shall provide certain
indemnification to such persons.
We have contracts of indemnification with our directors and
officers providing that they shall be indemnified to the fullest
extent permitted by law. The contracts also provide:
- 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;
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<PAGE>
- that, if indemnification is not available, in whole or in
part, contribution shall be paid by the registrant in a
proportion based upon the relative benefits to, and
relative fault of, the registrant and the director or
officer in the action or inaction, and other equitable
considerations; and
- that any legal action, brought by or on behalf of the
registrant against any director or officer party to such
contract, shall be brought within the shorter of two years
from the date of accrual of such cause of action or the
applicable period of limitations for such cause of action.
Our directors and officers are insured, under policies of
insurance maintained by us, 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.
PLAN OF DISTRIBUTION
The shares may be sold or distributed from time to time by
the selling stockholders named in this prospectus, by their
donees, pledgees or transferees, or by their other successors in
interest. The selling stockholders may sell their shares at
market prices prevailing at the time of sale, at prices related
to such prevailing market prices at the time of sale, at
negotiated prices, or at fixed prices, which may be changed. Each
selling stockholder reserves the right to accept or reject, in
whole or in part, any proposed purchase of shares, whether the
purchase is to be made directly or through agents. We are not
aware that any of the selling stockholders have entered into any
arrangements with any underwriters or broker-dealers regarding
the sale of their shares of common stock.
The selling stockholders may offer their shares at various
times in one or more of the following transactions:
- in ordinary brokers' transactions and transactions in
which the broker solicits purchasers;
- in transactions involving cross or block trades or
otherwise on any national securities exchange, such as the
New York Stock Exchange, on which the common stock may be
listed;
- in transactions in which brokers, dealers or underwriters
purchase the shares as principal and resell the shares for
their own accounts pursuant to this prospectus;
- in transactions "at the market" to or through market
makers in the common stock;
- in other ways not involving market makers or established
trading markets, including direct sales of the shares to
purchasers or sales of the shares effected through agents;
- through transactions in options, swaps or other
derivatives which may or may not be listed on an exchange;
- in privately negotiated transactions;
- in transactions to cover short sales; or
- in a combination of any of the foregoing transactions.
In addition, the selling stockholders also may sell their
shares in private transactions or in accordance with Rule 144
under the Securities Act rather than under this prospectus.
From time to time, one or more of the selling stockholders
may pledge or grant a security interest in some or all of the
shares owned by them. If the selling stockholders default in
performance of the secured obligations, the pledgees or secured
parties may offer and sell the shares from time to time. The
selling stockholders also may transfer and donate shares in other
circumstances. The number of shares beneficially owned by selling
stockholders who donate or otherwise transfer their shares will
decrease as and when the selling stockholders take these actions.
The plan of distribution for the shares offered and sold under
this prospectus will otherwise remain unchanged, except that the
transferees, donees or other successors in interest will be
selling stockholders for purposes of this prospectus.
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The selling stockholders may use brokers, dealers,
underwriters or agents to sell their shares. The persons acting
as agents may receive compensation in the form of commissions,
discounts or concessions. This compensation may be paid by the
selling stockholders or the purchasers of the shares for whom
such persons may act as agent, or to whom they may sell as a
principal, or both. The selling stockholders and any agents or
broker-dealers that participate with the selling stockholders in
the offer and sale of the shares may be deemed to be
"underwriters" within the meaning of the Securities Act. Any
commissions they receive and any profit they realize on the
resale of the shares by them may be deemed to be underwriting
discounts and commissions under the Securities Act. Neither we
nor any selling stockholders can presently estimate the amount of
such compensation. Because a selling stockholder may be deemed to
be an "underwriter" within the meaning of the Securities Act, the
selling stockholders will be subject to the prospectus delivery
requirements of the Securities Act, which may include delivery
through the facilities of the New York Stock Exchange pursuant to
Rule 153 under the Securities Act.
The selling stockholders and any other person participating
in a distribution of the securities covered by this prospectus
will be subject to applicable provisions of the Exchange Act and
the rules and regulations under the Exchange Act, including
Regulation M, which may limit the timing of purchases and sales
of any of the securities by the selling stockholders and any
other such person. Furthermore, under Regulation M, any person
engaged in the distribution of the securities may not
simultaneously engage in market-making activities with respect to
the particular securities being distributed for certain periods
prior to the commencement of or during such distribution. All of
the above may affect the marketability of the securities and the
availability of any person or entity to engage in market-making
activities with respect to the securities.
Under our agreements with the selling stockholders, we are
required to bear the expenses relating to the registration of
this offering. The selling stockholders will bear any
underwriting discounts or commissions, brokerage fees, stock
transfer taxes and fees of their legal counsel. We have agreed to
indemnify the selling stockholders against certain liabilities.
The selling stockholders may agree to indemnify any agent, dealer
or broker-dealer that participates in transactions involving the
shares of common stock against certain liabilities, including
liabilities arising under the Securities Act.
If we are notified by a selling stockholder that any material
arrangement has been entered into with a broker-dealer for the
sale of shares through a block trade, special offering, exchange
distribution or secondary distribution or a purchase by a broker
or dealer, we will file a supplement to this prospectus, if
required, pursuant to Rule 424(b) under the Securities Act. In
addition, if we are notified by a selling stockholder that a
donee or pledgee intends to sell more than 500 shares, we will
file a supplement to this prospectus.
VALIDITY OF COMMON STOCK
The validity of the shares of common stock offered hereby has
been passed upon for us by Morgan, Lewis & Bockius, LLP, Los
Angeles, California.
EXPERTS
The financial statements incorporated in this prospectus by
reference from our Annual Report on Form 10-K have been audited
by Deloitte & Touche LLP, independent auditors, as stated in
their report, which is incorporated herein by reference, and have
been so incorporated in reliance upon the report of such firm
given upon their authority as experts in accounting and auditing.
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118,088 Shares
(DEERE LOGO)
DEERE & COMPANY
Common Stock
_________________________
PROSPECTUS
_________________________
February ___, 2000
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the estimated expenses, all of
which are to be borne by the Company, in connection with the
registration, issuance and distribution of the securities being
registered hereby. All amounts are estimates except the SEC
registration fee.
SEC Registration Fee $ 1,395
Legal Fees and Expenses 5,000
Accountants' Fees and Expenses 5,000
Printing Expenses 2,000
Miscellaneous 1,605
========
Total $ 15,000
Item 15. 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 Restated Certificate of
Incorporation of the registrant provides in effect that the
registrant shall provide certain indemnification to such persons.
The registrant has contracts of indemnification with its
directors and officers providing that they shall be indemnified
to the fullest extent permitted by law. The contracts also
provide: (1) that, in the event of a change in control,
determinations concerning indemnification shall thereafter be
made by independent counsel, instead of the board of directors;
(2) that, if indemnification is not available, in whole or in
part, contribution shall be paid by the registrant in a
proportion based upon the relative benefits to, and relative
fault of, the registrant and the director or officer in the
action or inaction, and other equitable considerations; and (3)
that any legal action, brought by or on behalf of the registrant
against any director or officer party to such contract, shall be
brought within the shorter of two years from the date of accrual
of such cause of action or the applicable period of limitations
for such cause of action.
The directors and officers of the registrant are insured,
under policies of insurance maintained by the registrant, within
the limits and subject to the limitations of the policies,
against certain expenses in connection with the defense of
actions, suits or proceedings, to which they are parties by
reason of being or having been such directors or officers.
Page II-1
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Item 16. Exhibits.
The following exhibits are filed as part of this
registration statement.
Exhibit
No. Description of Exhibit
- ------- ----------------------
*3.1 Certificate of incorporation, as amended (Exhibit 3.1
to Form 10-K of registrant for the year ended October
31, 1999)
*3.2 Certificate of Designation Preferences and Rights of
Series A Participating Preferred Stock (Exhibit 3.2 to
Form 10-K of registrant for the year ended October 31,
1998)
*3.3 By-laws, as amended (Exhibit 3.3 to Form 10-K of
registrant for the year ended October 31, 1999)
*4.1 Form of common stock certificate (Exhibit 4.6 to Form
10-K of registrant for the year ended October 31,
1998)
*4.2 Rights Agreement dated as of December 3, 1997, between
registrant and The Bank of New York (Exhibit 1 to the
registration statement on Form 8-A of registrant filed
December 10, 1997)
5.1 Opinion of Morgan, Lewis & Bockius LLP as to the
legality of the securities being registered
*12.1 Computation of ratio of earnings to fixed charges
(Exhibit 12 to Form 10-K of the registrant for the
year ended October 31, 1999)
23.1 Consent of Morgan, Lewis & Bockius LLP (included in
opinion filed as Exhibit 5.1)
23.2 Consent of Deloitte & Touche LLP
24.1 Power of Attorney (included on signature page)
*27.1 Financial Data Schedule (Exhibit 27 to Form 10-K of
registrant for the year ended October 31, 1999)
______________________
* Incorporated by reference. Copies of these exhibits are
available from the Company upon request.
Page II-2
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Item 17. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act 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
thereto) 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)
of this section do not apply if the registration statement
is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with
or furnished to the Commission by the registrant pursuant to
Section 13 or Section 15(d) of the 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 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 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.
(h) 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 Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the
final adjudication of such issue.
Page II-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 January 31, 2000.
DEERE & COMPANY
By: /s/ H. W. Becherer
------------------------------------
H. W. Becherer
Chairman and Chief Executive Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed below by the
following persons in the capacities and on the date indicated.
EACH PERSON SIGNING BELOW ALSO HEREBY APPOINTS HANS W.
BECHERER AND NATHAN J. JONES, AND EACH OF THEM SINGLY, HIS OR HER
LAWFUL ATTORNEY-IN-FACT WITH FULL POWER TO EXECUTE AND FILE ANY
AMENDMENTS TO THE REGISTRATION STATEMENT, AND GENERALLY TO DO ALL
SUCH THINGS, AS SUCH ATTORNEY-IN-FACT MAY DEEM APPROPRIATE TO
ENABLE DEERE & COMPANY TO COMPLY WITH THE PROVISIONS OF THE
SECURITIES ACT OF 1933 AND ALL REQUIREMENTS OF THE SECURITIES AND
EXCHANGE COMMISSION.
Signature Title Date
--------- ----- ----
/s/ H. W. Becherer Chairman, Director January 31, 2000
- ------------------ and Chief Executive
H. W. Becherer Officer (principal
executive officer)
/s/ John R. Block Director January 31, 2000
- -----------------
John R. Block
/s/ C. C. Bowles Director January 31, 2000
- ----------------
C. C. Bowles
/s/ Leonard A. Hadley Director January 31, 2000
- ---------------------
Leonard A. Hadley
/s/ Regina E. Herzlinger Director January 31, 2000
- ------------------------
Regina E. Herzlinger
/s/ Samuel C. Johnson Director January 31, 2000
- ---------------------
Samuel C. Johnson
/s/ Nathan J. Jones Senior Vice January 31, 2000
- ------------------- President, Principal
Nathan J. Jones Financial Officer
and Principal
Accounting Officer
- ------------------- Director
Arthur L. Kelly
/s/ Antonio Madero B. Director January 31, 2000
- ---------------------
Antonio Madero B.
Page II-4
<PAGE>
/s/ William A. Schreyer Director January 31, 2000
- -----------------------
William A. Schreyer
/s/ John R. Stafford Director January 31, 2000
- --------------------
John R. Stafford
/s/ John R. Walter Director January 31, 2000
- ------------------
John R. Walter
/s/ Arnold R. Weber Director January 31, 2000
- -------------------
Arnold R. Weber
Page II-5
<PAGE>
INDEX TO EXHIBITS
Exhibit
No. Description of Exhibit
- ------- ----------------------
*3.1 Certificate of incorporation, as amended (Exhibit 3.1
to Form 10-K of registrant for the year ended October
31, 1999)
*3.2 Certificate of Designation Preferences and Rights of
Series A Participating Preferred Stock (Exhibit 3.2 to
Form 10-K of registrant for the year ended October 31,
1998)
*3.3 By-laws, as amended (Exhibit 3.3 to Form 10-K of
registrant for the year ended October 31, 1999)
*4.1 Form of common stock certificate (Exhibit 4.6 to Form
10-K of registrant for the year ended October 31,
1998)
*4.2 Rights Agreement dated as of December 3, 1997, between
registrant and The Bank of New York (Exhibit 1 to the
registration statement on Form 8-A of registrant filed
December 10, 1997)
5.1 Opinion of Morgan, Lewis & Bockius LLP as to the
legality of the securities being registered
*12.1 Computation of ratio of earnings to fixed charges
(Exhibit 12 to Form 10-K of the registrant for the
year ended October 31, 1999)
23.1 Consent of Morgan, Lewis & Bockius LLP (included in
opinion filed as Exhibit 5.1)
23.2 Consent of Deloitte & Touche LLP
24.1 Power of Attorney (included on signature page)
*27.1 Financial Data Schedule (Exhibit 27 to Form 10-K of
registrant for the year ended October 31, 1999)
______________________
* Incorporated by reference. Copies of these exhibits are
available from the Company upon request.
EXHIBIT 5.1
300 South Grand Avenue Morgan, Lewis
Twenty-Second Floor & Bockius LLP
Los Angeles, California 90071-3132 COUNSELORS AT LAW
213-612-2500
Fax: 213-612-2554
February 1, 2000
Deere & Company
One John Deere Place
Moline, Illinois 61265-8098
Re: Issuance of Shares Pursuant to Registration Statement on
--------------------------------------------------------
Form S-3
--------
Ladies and Gentlemen:
We have acted as counsel to Deere & Company, a Delaware
corporation (the "Company"), in connection with the preparation
and filing with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the
"Act"), of a Registration Statement on Form S-3 (the
"Registration Statement") relating to the secondary offering by
certain stockholders of the Company of an aggregate of 118,088
shares (the "Shares") of the Company's common stock, par value
$1.00.
In so acting, we have examined originals, or copies certified or
otherwise identified to our satisfaction, of the Certificate of
Incorporation of the Company, the By-Laws of the Company and such
other documents, records, certificates and other instruments of
the Company as in our judgment are necessary or appropriate for
purposes of this opinion. We have assumed that the Shares have
been issued against receipt of the consideration approved by the
Board of Directors of the Company or a committee thereof, which
was no less than the par value thereof, and were issued in
compliance with applicable federal and state securities laws.
Based on the foregoing, we are of the following opinion:
1. The Company is a corporation duly incorporated and validly
existing in good standing under the laws of the State of
Delaware.
2. The Shares have been duly authorized and validly issued and
are fully paid and non-assessable.
We render the foregoing opinion as members of the Bar of the
State of California and express no opinion as to any law other
than the General Corporation Law of the State of Delaware.
We consent to the use of this opinion as an exhibit to the
Registration Statement and to the use of our name under the
caption "Validity of Common Stock" in the Registration Statement.
In giving this consent, we do not thereby admit that we are in
the category of persons whose consent is required under Section 7
of the Act or the rules and regulations of the Commission.
Very truly yours,
/s/ MORGAN, LEWIS & BOCKIUS LLP
EXHIBIT 23.2
[Letterhead]
Deloitte & Touche LLP
Two Prudential Plaza
180 North Stetson
Chicago, Illinois 60601
INDEPENDENT AUDITORS' CONSENT
- -----------------------------
We consent to the incorporation by reference in this Registration
Statement of Deere & Company on Form S-3 of our report dated
November 23, 1999, appearing in the Annual Report on Form 10-K of
Deere & Company for the year ended October 31, 1999, and to the
reference to us under the heading "Experts" in the Prospectus,
which is part of this Registration Statement.
DELOITTE & TOUCHE LLP
Chicago, Illinois
January 31, 2000
