As filed with the Securities and Exchange Commission
on 27 September 2000
Registration No. 33-57897
================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________
FORM S-8
POST-EFFECTIVE
AMENDMENT NO. 1 TO
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 EQUITY 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)
__________________________________
================================================================
<PAGE>
EXPLANATORY STATEMENT IN CONNECTION WITH THE FILING OF A RELATED
REGISTRATION STATEMENT ON FORM S-8
FILED PURSUANT TO INSTRUCTION E OF FORM S-8
Contemporaneously with the filing of this Post-Effective
Amendment No. 1 to its Registration Statement on Form S-8 (File
No. 333-57894) (this "Registration Statement"), Deere & Company, a
Delaware corporation (the "Registrant"), is filing with the
Securities and Exchange Commission (the "Commission") a new
Registration Statement on Form S-8. The New Registration Statement
relates to the registration among other offers and sales of shares
of the Registrant's Common Stock, of the offer and sale of
1,638,305 shares of the Registrant's Common Stock, $1 par value
(the "Carryover Shares"), pursuant to The John Deere Omnibus
Equity and Incentive Plan (the "Plan") (the "New Registration
Statement"). The Plan is sponsored by the Registrant.
The Registrant had originally registered the Carryover Shares
pursuant to this Registration Statement in anticipation of
granting awards pursuant to the John Deere Equity Incentive Plan
(the "Equity Incentive Plan"). The Equity Incentive Plan is a
predecessor plan to the Plan. Subsequent to the filing and
effectiveness of this Registration Statement, the Plan was adopted
by the Registrant and approved by the Registrant's stockholders to
succeed the Equity Incentive Plan. Following the filing of this
Amendment No. 1, the Carryover Shares are no longer available for
new awards under the Equity Incentive Plan. The Registrant desires
to have the Shares be included among the shares of the Common
Stock whose offer and sale under the Plan is registered under the
New Registration Statement. The Plan provides for the award, to
select salaried employees of the Registrant and its subsidiaries,
of stock options, stock appreciation rights, Common Stock of the
Registrant or amounts based on the value thereof, and other
awards.
Consequently, in accordance with the principles set forth in
Interpretation 89 under Section G, "Securities Act Forms" of the
Manual of Publicly Available Telephone Interpretations of the
Division of Corporation Finance of the Commission (July 1997 as
supplemented March 1999) and Instruction E to Form S-8, (1) the
Registrant is registering the offer and sale of the Carryover
Shares pursuant to the Plan by means of the New Registration
Statement, (2) the registration fee of $14,276.32 allocable to the
Carryover Shares, which the Registrant paid to the Commission in
connection with the original filing of this Registration
Statement, is carried over in the New Registration Statement, and
(3) this Registration Statement is being amended on a post-
effective basis to describe the change from the Equity Incentive
Plan to the Plan.
Page 2
<PAGE>
Item 8. Exhibits.
4.1 Certificate of Incorporation of the Registrant, as
amended (incorporated by reference to Exhibit 3.1 to the
Registrant's annual report on Form 10-K for the fiscal year ended
October 31, 1999).
4.2 By-Laws of the Registrant, as amended (incorporated
by reference to Exhibit 3.3 to the Registrant's annual report on
Form 10-K for the fiscal year ended October 31, 1999).
4.3 John Deere Equity Incentive Plan (incorporated by
reference to Exhibit C to the Registrant's definitive proxy
statement dated January 19, 2000 filed in connection with its
annual meeting held February 23, 2000).
*5 Opinion and consent of General Counsel of the
Registrant.
*23.1 Consent of General Counsel of the Registrant
(included in Exhibit 5).
*23.2 Consent of Deloitte & Touche LLP.
*24 Power of Attorney (included on signature page).
_____________________________________
* Previously filed.
Page 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-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.
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 4
<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 5
