DEERE & CO
S-3/A, 2000-08-23
FARM MACHINERY & EQUIPMENT
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As filed with the Securities and Exchange Commission on August 23, 2000

Registration No. 333-95891

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

AMENDMENT NO. 4
TO
FORM S-3
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933

DEERE & COMPANY
(Exact name of Registrant as specified in its charter)

DELAWARE
(State or other jurisdiction of
incorporation or organization)		   36-2382580
(I.R.S. Employer
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. / /

CALCULATION OF REGISTRATION FEE

Title of Each Class of
Securities to be Registered
   Amount to
be Registered
   Proposed Maximum
Offering Price
Per Share(1)
   Proposed Maximum
Aggregate
Offering Price(1)
   Amount of
Registration Fee(1)
Common Stock, $1.00 par value(2)   118,088   $44.72   $5,280,895   $1,395(3)
(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.
(3)
Previously paid.

   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.

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.

Subject to Completion
Preliminary Prospectus Dated August 23, 2000

PROSPECTUS

Deere & Company

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.

Our common stock is listed on the New York Stock Exchange, Inc. under the trading symbol "DE." Our common stock is also listed on the Chicago and Frankfurt (Germany) Stock Exchanges. On August 21, 2000, the closing price of our common stock as reported on the New York Stock Exchange, Inc. was $33.13 per share.

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


TABLE OF CONTENTS

 
   Page
Where You Can Find More Information   2
Documents Incorporated by Reference   2
Safe Harbor Statement   3
Deere & Company   4
Use of Proceeds   4
The Selling Stockholders   5
Limitation of Liability and Indemnification   6
Plan of Distribution   6
Validity of Common Stock   8
Experts   8

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.

    You may obtain a copy of these filings at no cost, by writing or telephoning us at the following address:

    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.

2


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; monetary and fiscal policies (including actions by the Federal Reserve Board); technological difficulties; accounting standards; and other risks and uncertainties. The impact of the recent Timberjack acquisition is uncertain, including the impact of post-merger integration costs and the amortization of intangibles. Retail sales of agricultural equipment are especially affected by the weather in the summer, while the number of housing starts is especially important to sales of construction equipment. Prices for lumber, structural panels, and pulp are important to sales of forestry equipment. Sales of consumer equipment are affected by general economic activity, employment, income, wealth, and consumer borrowing patterns. Our outlook is based upon assumptions relating to the factors described above, which are sometimes based upon estimates and data prepared by government agencies. These estimates and data are often revised. Further information concerning us and our businesses, including factors that potentially could materially affect our financial results, is included in our filings with the Securities and Exchange Commission.

3


DEERE & 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 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.

4


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 one of our wholly-owned subsidiaries. None of our directors or executive officers is selling shares in this offering.

    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 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.

Name of Selling Stockholder
   Number of Shares
Beneficially Owned
   Number of Shares
Registered for
Sale Hereby
   Percent of Outstanding
Shares After the
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 Litton   2,293   2,293   *
Litton Consulting Group, Inc.   17,340   17,340   *
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 Sharpe   5,159   5,159   *
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.

**
Represents shares owned by The Ross Family Trust. William T. Ross is a Trustee and holds voting and investment power with respect to the shares held by the Trust.

***
Represents shares owned by the Galyean Family 2000 Trust. Paul H. Galyean and Susan E. Galyean are Co-Trustees and hold voting and investment power with respect to the shares held by the Trust.

5

    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:

    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.

6

    The selling stockholders may offer their shares at various times in one or more of the following transactions:

    In addition, the selling stockholders also may sell their shares in private transactions or in accordance with Rule 144 under the Securities Act rather than under this prospectus.

    From time to time, one or more of the selling stockholders may pledge or grant a security interest in some or all of the shares owned by them. If the selling stockholders default in performance of the secured obligations, the pledgees or secured parties may offer and sell the shares from time to time. The selling stockholders also may transfer and donate shares in other circumstances. The number of shares beneficially owned by selling stockholders who donate or otherwise transfer their shares will decrease as and when the selling stockholders take these actions. The plan of distribution for the shares offered and sold under this prospectus will otherwise remain unchanged, except that the transferees, donees or other successors in interest will be selling stockholders for purposes of this prospectus.

    The selling stockholders may use brokers, dealers, underwriters or agents to sell their shares. The persons acting as agents may receive compensation in the form of commissions, discounts or concessions. This compensation may be paid by the selling stockholders or the purchasers of the shares for whom such persons may act as agent, or to whom they may sell as 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.

7

    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.

8

118,088 Shares

LOGO

DEERE & COMPANY

Common Stock

PROSPECTUS

August   , 2000


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 Deere & 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     10,000
Accountants' Fees and Expenses     7,500
Printing Expenses     4,000
Miscellaneous     2,105
   
  Total   $ 25,000
     

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.

II-1

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-Q of the registrant for the quarter ended April 30, 2000)
**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-Q of registrant for the quarter ended April 30, 2000)

*     Incorporated by reference. Copies of these exhibits are available from the Company upon request.

**    Previously filed.

Item 17. Undertakings.

II-2

II-3


SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of Rock Island, State of Illinois on August 23, 2000.

  DEERE & COMPANY
 
 		  
 By:		  
/s/ H. W. BECHERER   
H. W. Becherer
 Chairman

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.

Signature
   Title
   Date
 
 		  
 		  
 		  
 		  
 
/s/ H. W. BECHERER   
H. W. Becherer		   Chairman and Director   August 23, 2000
 
/s/ JOHN R. BLOCK*   
John R. Block		  
 		  
Director		  
 		  
August 23, 2000
 
 
/s/ C. C. BOWLES*   
C. C. Bowles		  
 
 		  
 
Director		  
 
 		  
 
August 23, 2000
 
 
T. Kevin Dunnigan		  
 
 		  
 
Director		  
 
 		  
 
 
 
 
/s/ LEONARD A. HADLEY*   
Leonard A. Hadley		  
 
 		  
 
Director		  
 
 		  
 
August 23, 2000
 
 
/s/ REGINA E. HERZLINGER*   
Regina E. Herzlinger		  
 
 		  
 
Director		  
 
 		  
 
August 23, 2000
 
 
/s/ NATHAN J. JONES*   
Nathan J. Jones		  
 
 		  
 
Senior Vice President, Principal Financial Officer and Principal Accounting Officer		  
 
 		  
 
August 23, 2000

II-4

 
 
Arthur L. Kelley		  
 
 		  
 
Director		  
 
 		  
 
 
 
 
/s/ ROBERT W. LANE   
Robert W. Lane		  
 
 		  
 
President, Chief Executive Officer and Director (principal
executive officer)		  
 
 		  
 
August 23, 2000
 
 
/s/ ANTONIO MADERO B.*   
Antonio Madero B.		  
 
 		  
 
Director		  
 
 		  
 
August 23, 2000
 
 
Thomas H. Patrick		  
 
 		  
 
Director		  
 
 		  
 
 
 
 
/s/ JOHN R. STAFFORD*   
John R. Stafford		  
 
 		  
 
Director		  
 
 		  
 
August 23, 2000
 
 
/s/ JOHN R. WALTER*   
John R. Walter		  
 
 		  
 
Director		  
 
 		  
 
August 23, 2000
 
 
/s/ ARNOLD R. WEBER*   
Arnold R. Weber		  
 
 		  
 
Director		  
 
 		  
 
August 23, 2000
 
 
 
*By: /s/ H. W. BECHERER   
H. W. Becherer
 Attorney-in-fact		  
 
 
 		  
 
 
 		  
 
 
 		  
 
 
 

II-5


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-Q of the registrant for the quarter ended April 30, 2000)
**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-Q of registrant for the quarter ended April 30, 2000)
*
Incorporated by reference. Copies of these exhibits are available from the Company upon request.

**
Previously filed.

QuickLinks

TABLE OF CONTENTS
WHERE YOU CAN FIND MORE INFORMATION
DOCUMENTS INCORPORATED BY REFERENCE
SAFE HARBOR STATEMENT
DEERE & COMPANY
USE OF PROCEEDS
THE SELLING STOCKHOLDERS
LIMITATION OF LIABILITY AND INDEMNIFICATION
PLAN OF DISTRIBUTION
VALIDITY OF COMMON STOCK
EXPERTS
PART II INFORMATION NOT REQUIRED IN THE PROSPECTUS
SIGNATURES
POWER OF ATTORNEY
INDEX TO EXHIBITS


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