<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
XATA CORPORATION
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(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE PER SHARE
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(Title of Class of Securities)
983882 30 9
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(CUSIP Number)
JAMES E. HEERIN
JOHN DEERE SPECIAL TECHNOLOGIES GROUP, INC.
300 GRIMES BRIDGE ROAD
ROSWELL, GEORGIA 30075
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
AUGUST 31, 2000
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(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box. / /
NOTE. Six copies of this statement, including exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
(Continued on following pages)
(Page 1 of 7 Pages)
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*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1034 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, SEE the
NOTES).
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<TABLE>
<CAPTION>
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CUSIP No. 983882 30 9 13D Page 2 of 7 Pages
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<S> <C> <C> <C> <C> <C> <C>
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
JOHN DEERE SPECIAL TECHNOLOGIES GROUP, INC.
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2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/1
(b) / /2
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) / /3
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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NUMBER OF SHARES BENE- 7 SOLE VOTING POWER
FICIALLY OWNED BY EACH
REPORTING PERSON WITH 830,000
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8 SHARED VOTING POWER
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9 SOLE DISPOSITIVE POWER
830,000
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10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
830,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /4
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.87%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS
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CUSIP No. 983882 30 9 13D Page 3 of 7 Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
DEERE & COMPANY
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2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/ 5
(b) / / 6
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) / / 7
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
---------------------------------------- --------------------------------------------------------------------------
NUMBER OF SHARES BENE- 7 SOLE VOTING POWER
FICIALLY OWNED BY EACH
REPORTING PERSON WITH 830,000(1)
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8 SHARED VOTING POWER
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9 SOLE DISPOSITIVE POWER
830,000(1)
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10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
830,000(1)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / / 8
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.87%
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14 TYPE OF REPORTING PERSON*
CO
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</TABLE>
(1) CONSISTS OF 830,000 SHARES OWNED BY JOHN DEERE SPECIAL TECHNOLOGIES GROUP,
INC., A WHOLLY-OWNED SUBSIDIARY OF DEERE & COMPANY.
*SEE INSTRUCTIONS
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CUSIP No. 983882 30 9 13D Page 4 of 7 Pages
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ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D relates to common stock, $.01
par value (the "Common Stock") of XATA Corporation, a Minnesota corporation (the
"Issuer"). The address and principal executive office of the Issuer is 151 East
Cliff Road, Suite 10, Burnsville, MN 55337.
ITEM 2. IDENTITY AND BACKGROUND.
This Schedule 13D is being filed by John Deere Special
Technologies Group, Inc., a Delaware corporation ("JDSTG"). JDSTG offers a
wide range of electronic, wireless communications, information management and
Internet-related products and services to a broad range of customers and
markets. JDSTG is a wholly-owned subsidiary of Deere & Company. The address
of JDSTG's principal business is 300 Grimes Bridge Road, Roswell, Georgia
30075. The address of JDSTG's executive offices is the same as the address of
its principal business.
The name, business address, citizenship and present principal
occupation or employment of each executive officer and director of JDSTG are set
forth on Schedule I hereto and are incorporated herein by reference. Unless
otherwise specified on Schedule I, each named executive officer and director is
a citizen of the United States.
This Schedule 13D is also being filed by Deere & Company, a
Delaware corporation ("Deere"). Deere manufactures, distributes and finances 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 and provides credit and health care for businesses and the
general public. The address of Deere's principal business is One John Deere
Place, Moline, Illinois 61265-8098. The address of Deere's executive offices is
the same as the address of its principal business.
The name, business address, citizenship and present principal
occupation or employment of each executive officer and director of Deere are set
forth on Schedule II hereto and are incorporated herein by reference. Unless
otherwise specified on Schedule II, each named executive officer and director is
a citizen of the United States.
During the last five years, neither JDSTG, nor, to the best of
JDSTG's knowledge, any person on Schedule I, has been (a) convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(b) a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which proceeding such person is or was
subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
During the last five years, neither Deere, nor, to the best of
Deere's knowledge, any person on Schedule II, has been (a) convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(b) a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which proceeding such person is or was
subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATION.
On August 31, 2000, JDSTG purchased 630,000 shares of Common
Stock of the Issuer, pursuant to a Stock Purchase Agreement between JDSTG and
the Issuer, and purchased 200,000 shares of Common Stock of the Issuer pursuant
to a Selling Stockholder Agreement between JDSTG and XATA Investment Partners,
LLC (the "Selling Stockholder"). The source of funds used to purchase such
shares of Common Stock of the Issuer was working capital of JDSTG.
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CUSIP No. 983882 30 9 13D Page 5 of 7 Pages
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ITEM 4. PURPOSE OF TRANSACTION.
JDSTG purchased its equity interest in the Issuer as a
strategic investment in onboard technology for the transportation industry.
Pursuant to a Stock Purchase Agreement dated as of August 30,
2000, by and between JDSTG and the Issuer (the "Stock Purchase Agreement"),
JDSTG purchased 630,000 newly issued shares of Common Stock. Pursuant to a
Selling Stockholder Agreement dated as of August 30, 2000, by and between JDSTG
and XATA Investment Partners, LLC (the "Selling Stockholder Agreement"), JDSTG
purchased 200,000 shares of Common Stock from the Selling Stockholder. Pursuant
to the Stock Purchase Agreement, if certain conditions are satisfied, including
shareholder approval of the issuance of additional shares, satisfactory
completion of due diligence by JDSTG, and successful beta testing of one of the
Issuer's products, JDSTG will purchase an additional 2,517,000 shares of Common
Stock on or prior to December 31, 2000 (the "2nd Closing"). In addition, JDSTG
has an option, exercisable between August 1, 2001 and August 1, 2002, to convert
a currently outstanding promissory note from the Issuer to JDSTG into shares of
Common Stock of the Issuer. JDSTG has also been granted certain registration
rights pursuant to a Registration Rights Agreement dated as of August 30, 2000,
between JDSTG and the Issuer, which is filed as Exhibit 3 hereto and
incorporated herein by reference.
The descriptions of the Stock Purchase Agreement and the
Selling Stockholder Agreement throughout this Schedule 13D are qualified in
their entirety by reference to the copies of such Stock Purchase Agreement
and Selling Stockholder Agreement, respectively, which are filed as Exhibits
1 and 2 hereto and are incorporated herein by reference.
Other than as described above, JDSTG may, from time to time,
review its investment position in the Issuer and may, depending on market and
other conditions, desire to increase or decrease such investment position.
Pursuant to the Stock Purchase Agreement, for a period of one year from the date
of the Stock Purchase Agreement, JDSTG must obtain the prior approval of the
Issuer's Board of Directors in order to purchase additional shares of the
Issuer.
In accordance with the provisions of the Stock Purchase
Agreement, effective August 31, 2000, Dennis R. Johnson resigned from the
Board of Directors of the Issuer. Two JDSTG nominees, Charles R. Stamp, Jr.,
and Barry Batcheller, were appointed to fill the resulting vacancy and an
existing vacancy in the Board of Directors of the Issuer. If the 2nd Closing
occurs, as described above, JDSTG will have the right to designate one more
member to serve on the Board of Directors of the Issuer.
The Board of Directors of the Issuer has approved an amendment
to the Issuer's Articles of Incorporation increasing the number of authorized
shares of Common Stock and removing the reservation of voting rights solely to
Common Stock and recommended the amendment to the shareholders for approval. The
increase in the number of authorized shares of Common Stock is necessary to
effectuate, and is a condition to, the 2nd Closing.
Other than as described above, neither JDSTG nor Deere has any
current plans or proposals which relate to or would result in any transaction,
change or event specified in clauses (a) through (j) of Item 4 of the Schedule
13D form. JDSTG and Deere reserve the right to develop such plans or proposals
in the future.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The aggregate number of shares to which this Schedule 13D
relates is 830,000 shares, representing 14.87% of the 5,580,179 outstanding
shares of the Common Stock of the Issuer (413,151 shares of Series A 8%
Convertible Preferred Stock of the Issuer being converted immediately prior to
the transaction to which this Schedule 13D relates).
JDSTG is a wholly-owned subsidiary of Deere (NYSE symbol "DE").
Deere does not directly beneficially own any shares of the Issuer.
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CUSIP No. 983882 30 9 13D Page 6 of 7 Pages
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Other than the transactions described above, no transactions
in the shares of Common Stock of the Issuer have been effected by JDSTG or Deere
or, to JDSTG's knowledge or Deere's knowledge, by any of the executive officers
and directors of JDSTG or Deere named in Schedule I and Schedule II hereto,
respectively, during the past 60 days.
To JDSTG's knowledge and to Deere's knowledge, no other person
has the right to receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of, the securities covered by this Schedule 13D.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Other than the Stock Purchase Agreement, the Selling
Stockholder Agreement and the Registration Rights Agreement, to the knowledge
of JDSTG, there are no contracts, arrangements, understandings or
relationships among the persons named in Item 2 and between such persons and
any person with respect to any securities of the Issuer, including but not
limited to transfer or voting of any of the securities, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of profits,
division of profits or loss, or the giving or withholding of proxies.
Pursuant to the Stock Purchase Agreement, the Issuer has agreed
to use its best efforts to ensure that its directors and officers vote in
favor of the issuance of additional shares to JDSTG and the amendment to the
Articles of Incorporation. Stephen A. Lawrence (on behalf of the Selling
Stockholder), Chairman of the Board of Directors of the Issuer and beneficial
owner of less than 1% of the issued and outstanding Common Stock of the
Issuer, and William Flies (individually and as a trustee under various
trusts), a member of the Board of Directors and beneficial owner of 19.46% of
the issued and outstanding Common Stock of the Issuer, have indicated in a
non-binding letter their intention to vote in favor of the issuance of
additional shares to JDSTG and the amendment to the Articles of Incorporation
and their intention to vote to elect the nominees of JDSTG to the Board of
Directors of the Issuer as described above.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1: Stock Purchase Agreement, dated as of August 30,
2000, by and between John Deere Special Technologies
Group, Inc., and XATA Corporation.
Exhibit 2: Selling Stockholder Agreement, dated as of August 30,
2000, by and between John Deere Special Technologies
Group, Inc., and XATA Investment Partners, LLC.
Exhibit 3: Registration Rights Agreement, dated as of August 30,
2000, by and between John Deere Special Technologies
Group, Inc. and XATA Corporation.
Exhibit 4: Joint Filing Agreement, dated as of September 8,
2000, by and between John Deere Special Technologies
Group, Inc. and Deere & Company.
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CUSIP No. 983882 30 9 13D Page 7 of 7 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
September 8, 2000
JOHN DEERE SPECIAL TECHNOLOGIES GROUP, INC.
By: /s/ Charles R. Stamp, Jr.
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Name: Charles R. Stamp, Jr.
Title: President
DEERE & COMPANY
By: /s/ Ferdinand F. Korndorf
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Name: Ferdinand F. Korndorf
Title: President, Worldwide Agricultural
Equipment Division
<PAGE>
SCHEDULE I
Executive Officers and Directors of
John Deere Special Technologies Group, Inc.
EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
NAME AND BUSINESS ADDRESS OCCUPATION
------------------------- ----------
<S> <C>
Charles R. Stamp, Jr. President of John Deere Special Technologies Group, Inc.
300 Grimes Bridge Road
Roswell, GA 30075
Ronald R. McDermott Vice President of John Deere Special Technologies
One John Deere Place Group, Inc.; Vice President, Information Systems of
Moline, IL 61265 Deere & Company
James E. Heerin Vice President of John Deere Special Technologies
300 Grimes Bridge Road Group, Inc.
Roswell, GA 30075
Marshall Ford Accounting Director and Assistant Treasurer of John
300 Grimes Bridge Road Deere Special Technologies Group, Inc.
Roswell, GA 30075
DIRECTORS
NAME AND BUSINESS ADDRESS OCCUPATION
------------------------- ----------
John K. Lawson Senior Vice President, Technology and Engineering
One John Deere Place Deere & Company
Moline, IL 61265
Ferdinand K. Korndorf President, Worldwide Agricultural Equipment
One John Deere Place Division
Moline, IL 61265 Deere & Company
Adel A. Zakaria Senior Vice President of Worldwide Manufacturing
One John Deere Place and Engineering, Worldwide Agricultural Equipment
Moline, IL 61265 Division, Deere & Company
Charles R. Stamp, Jr. President
300 Grimes Bridge Road John Deere Special Technologies Group, Inc.
Roswell, GA 30075
</TABLE>
<PAGE>
SCHEDULE II
Executive Officers and Directors of
Deere & Company
EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
NAME AND BUSINESS ADDRESS OCCUPATION
------------------------- ----------
<S> <C>
Robert W. Lane Chairman, President and Chief Executive Officer
One John Deere Place of Deere & Company
Moline, IL 61265
James R. Jenkins Senior Vice President and General Counsel of
One John Deere Place Deere & Company
Moline, IL 61265
Nathan J. Jones Senior Vice President and Chief Financial
One John Deere Place Officer of Deere & Company
Moline, IL 61265
John J. Jenkins President, Worldwide Commercial & Consumer
One John Deere Place Equipment Division of Deere & Company
Moline, IL 61265
Ferdinand F. Korndorf President, Worldwide Agricultural Equipment
One John Deere Place Division of Deere & Company
Moline, IL 61265
Pierre E. Leroy President, Worldwide Construction Equipment
One John Deere Place Division and Deere Power Systems Group of
Moline, IL 61265 Deere & Company
Michael P. Orr President, Financial Services of Deere &
One John Deere Place Company
Moline, IL 61265
John K. Lawson Senior Vice President, Engineering &
One John Deere Place Technology of Deere & Company
Moline, IL 61265
H. J. Markley Senior Vice President, Worldwide Human
One John Deere Place Resources of Deere & Company
Moline, IL 61265
</TABLE>
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DIRECTORS
<TABLE>
<CAPTION>
NAME AND BUSINESS ADDRESS OCCUPATION
------------------------- ----------
<S> <C>
John R. Block President
Food Distributors International Food Distributors International
201 Park Washington Court
Falls Church, VA 22046
Crandall C. Bowles Chairman and Chief Executive Officer
Springs Industries, Inc. Springs Industries, Inc.
205 North White Street
Fort Mill, SC
Kevin T. Dunnigan Chairman of the Board
Thomas & Betts Corporation Thomas & Betts Corporation
8155 T&B Boulevard
Memphis, TN 38125
Leonard A. Hadley Retired Chairman and Chief Executive Officer
4890 Oak Grove Ct., NE Maytag Corporation
Cedar Rapids, Iowa 54211
Prof. Regina E. Herzlinger Nancy R. McPherson Professor of Business
Harvard Business School Administration
Soldiers Field Road Harvard Business School
Baker Library 163
Boston, MA
Arthur L. Kelly Managing Partner
KEL Enterprises, L.P. KEL Enterprises, L.P.
Suite 2222
Two First National Plaza
20 South Clark Street
Chicago, IL
Robert W. Lane Chairman, President and Chief Executive Officer
Deere & Company Deere & Company
One John Deere Place
Moline, IL 61265
Antonio B. Madero* Chairman of the Board and Chief Executive Officer
SANLUIS Corporacion, S.A. de C.V. SANLUIS Corporacion, S.A. de C.V.
Monte Pelvoux No. 220 Piso 8
Lomas de Chapultepec *Mr. Madero is a citizen of Mexico
Delegacion Miguel Hidalgo
11000 Mexico, D.F.
Thomas H. Patrick Executive Vice President and Chief Financial Officer
Merrill Lynch & Co., Inc. Merrill Lynch & Co., Inc.
Four World Financial Center
North Tower
New York, NY 10281-1332
<PAGE>
John R. Stafford Chairman, President and Chief Executive Officer
American Home Products Corporation American Home Products Corporation
Five Giralda Farms
Madison, NJ 07940
John R. Walter Chairman of the Board
Manpower, Inc. Manpower, Inc.
401 North Ahwahnee Road
Lake Forest, IL 60045
Dr. Arnold R. Weber President Emeritus
Northwestern University Northwestern University
Office of the President Emeritus
555 Clark Street, Suite 209
Evanston, IL 60208-1220
</TABLE>
