-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, PGI4JrmPQ7pkUdzWQQ8mIu89ZkHjrPgF1cVZRUMW3XUKbLvNRG8WxuIs6MpQ48Ra 52CBEA74pavO9Qtd3wmDig== 0000315189-94-000017.txt : 19940921 0000315189-94-000017.hdr.sgml : 19940921 ACCESSION NUMBER: 0000315189-94-000017 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19940920 EFFECTIVENESS DATE: 19941009 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: DEERE & CO CENTRAL INDEX KEY: 0000315189 STANDARD INDUSTRIAL CLASSIFICATION: 3523 IRS NUMBER: 362382580 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-55551 FILM NUMBER: 94549660 BUSINESS ADDRESS: STREET 1: JOHN DEERE RD CITY: MOLINE STATE: IL ZIP: 61265 BUSINESS PHONE: 3097658000 S-8 1 As filed with the Securities and Exchange Commission on September 20 , 1994 Registration No. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 DEERE & COMPANY (Exact name of registrant as specified in its charter) Delaware 36-2382580 (State or other jurisdiction of (I.R.S. employer identification no.) incorporation or organization) John Deere Road, Moline, Illinois 61265 (Address of principal executive offices) JOHNDEERE STOCK PURCHASE PLAN FOR SALARIED EMPLOYEES ON UNITED STATES PAYROLLS (Full title of the plan) Frank S. Cottrell Deere & Company John Deere Road Moline, Illinois 61265 309/765-4675 (Name and address and telephone number of agent for service) Calculation of Registration Fee Title of securities to be registered: Common Stock, $1 par value Amount to be registered: 1,000,000 Shares(1) Proposed maximum offering price per share: $72.625(2) Proposed maximum aggregate offering price: $72,625,000(2) Amount of registration fee: $25,043.11(2) (1) The registration statement also covers such indeterminable additional shares as may become issuable pursuant to the antidilution provisions contained in the Purchase Plan (see prospectus incorporated herein under "John Deere Stock Purchase Plan for Salaried Employees"). (2) The proposed maximum offering price, per share and in the aggregate, is being estimated solely for the purpose of computing the registration fee. In accordance with Rule 457(h), the per share maximum offering price used in this computation is equal to the average of the high and low prices of the common stock of the registrant reported on the New York Stock Exchange Composite Tape on September 15, 1994. In accordance with rule 429, the prospectus contained in this registration statement also relates to the securities registered on form S-8 nos. 33-49762, 33-24397 and 2-90384. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Registration of Additional Securities This Registration Statement is being filed to register additional securities of the same class as those for which Registration Statement on Form S-8, file number 33-49762 and 33- 24397 relating to the John Deere Stock Purchase Plan For Salaried Employees On United States Payrolls is effective. The contents of Registration Statement on From S-8, file number 33-49762 and 33- 24397, as amended, are incorporated herein by reference. 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 20 September 1994. DEERE & COMPANY By: /s/ Hans W. Becherer Hans W. Becherer Chairman and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this registration statement or amendment has been signed by the following persons in the capacities and on the date indicated. Each person signing below hereby appoints Hans W. Becherer, David H. Stowe, Jr. and Frank S. Cottrell and each of them as his or her attorney-in-fact to execute and file such amendments to this registration statement, and generally to do all such things, as such attorney-in-fact may deem appropriate to enable Deere & Company to comply with the provisions of the Securities Act of 1933 and all requirements of the Securities and Exchange Commission. Signature Title Date /s/ Hans W. Becherer Director, Chairman and Hans W. Becherer Chief Executive Officer (principal executive officer) /s/ Pierre E. Leroy Senior Vice President, Pierre E. Leroy Principal Financial Officer and Principal Accounting Officer /s/ John R. Block Director John R. Block /s/ Regina E. Herzlinger Director September 20, 994 Regina E. Herzlinger /s/ Arthur L. Kelly Director Arthur L. Kelly /s/ William A. Schreyer Director William A. Schreyer /s/ David H. Stowe, Jr. Director David H. Stowe, Jr. /s/ Leonard A. Hadley Director Leonard A. Hadley /s/ Arnold R. Weber Director Arnold R. Weber /s/ Samuel C. Johnson Director Samuel C. Johnson /s/ A. Santamarina V. Director A. Santamarina V. /s/ J. R. Walter Director J. R. Walter EXHIBIT INDEX Regulation S-K Uniform Exhibit Number Title Page Number Exhibit 5 Opinion of Counsel 5 Exhibit 23 Independent Auditors' Consent 6 Exhibit 27 Financial Data Schedule (Incorporated by reference - from Deere & Company Form 10-Q for the third quarter ended July 31, 1994, File no. 1-4121) EXHIBIT 5 DEERE & COMPANY JOHN DEERE ROAD MOLINE, ILLINOIS 61265 FRANK S. COTTRELL Vice President, General Counsel and Secretary 20 September 1994 Securities and Exchange Commission 450 Fifth Street, N.W. Washington D.C. 20549 Dear Sirs: I am the Secretary and General Counsel of Deere & Company, a Delaware corporation (the "Company"), and have represented the Company in connection with the registration under the Securities Act of 1933 (the "Act") of 1,000,000 shares of the Company's common stock, $1 par value (the "Shares"), to be issued under the John Deere Stock Purchase Plan For Salaried Employees (the "Plan"). I have examined or caused to be examined originals or copies, certified or otherwise identified to my satisfaction, of such corporate and other records, certificates, documents and other papers, and have made or caused to be made such examination of law, as I deemed necessary for the purpose of this opinion. Based on such examination, it is my opinion that the Shares being registered, when issued and paid for in accordance with the provisions of the Plan, will be legally issued, fully paid and nonassessable. I consent to the filing of this opinion as an exhibit to the registration statement for the registration under the Act of the Shares. Very truly yours, /s/ Frank S. Cottrell Frank S. Cottrell Vice President, General Counsel and Secretary 20 September 1994 EXHIBIT 23 DELOITTE & TOUCHE LLP Two Prudential Plaza Telephone: (312) 946-3000 180 North Stetson Avenue Facsimile: (312) 946-2600 Chicago, Illinois 60601-6779 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of the John Deere Stock Purchase Plan For Salaried Employees On United States Payrolls on Form S-8 of the report of Deloitte & Touche dated December 8, 1993, appearing in the Annual Report on Form 10-K, as amended, of Deere & Company for the year ended October 31, 1993 and to the reference to Deloitte & Touche under the heading "Experts" in the Prospectus, which is part of this Registration Statement. /s/ Deloitte & Touche llp DELOITTE & TOUCHE LLP September 20, 1994 -----END PRIVACY-ENHANCED MESSAGE-----