-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, R76fieCHqzwhzFxN+BoOt6RYXUjZjRkK8nOEnZe2kewS7fNRa1yD9QHCo+k2ve69 tRbzWlqfnNXilCWDaM1clw== 0000315189-98-000016.txt : 19980902 0000315189-98-000016.hdr.sgml : 19980902 ACCESSION NUMBER: 0000315189-98-000016 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19980901 EFFECTIVENESS DATE: 19980901 SROS: CSX SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: DEERE & CO CENTRAL INDEX KEY: 0000315189 STANDARD INDUSTRIAL CLASSIFICATION: FARM MACHINERY & EQUIPMENT [3523] IRS NUMBER: 362382580 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-62665 FILM NUMBER: 98702456 BUSINESS ADDRESS: STREET 1: ONE JOHN DEERE PLACE CITY: MOLINE STATE: IL ZIP: 61265 BUSINESS PHONE: 3097658000 S-8 1 As filed with the Securities and Exchange Commission on September 1, 1998 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 (I.R.S. employer of incorporation or identification no.) organization) One John Deere Place, Moline, Illinois 61265 (Address of principal executive offices) JOHN DEERE SAVINGS AND INVESTMENT PLAN (Full title of the plan) ------------------------------ Frank S. Cottrell Deere & Company One John Deere Place 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.... =============================================================== Proposed Proposed maximum maximum offering aggregate Amount of Amount to be price offering registration registered per share price fee - ------------- -------------- -------------- -------------- 14,000,000 $33.1563 (2) $464,188,200(2) $136,935.52(2) Shares (1) =============================================================== (1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, the registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the John Deere Savings And Investment Plan. (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 August 31, 1998. In accordance with rule 429, the prospectus contained in this registration statement also relates to the securities registered on form S-8 nos. 33-55549, 33-49742, 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 33-55549, 33- 49742 and 2-90384 relating to the John Deere Savings And Investment Plan is effective. The contents of Registration Statement on Form S-8, file number 33-55549, 33-49742 and 2-90384, as amended, are incorporated herein by reference. Page 2 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 September 1, 1998. 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 also hereby appoints Hans W. Becherer, Frank S. Cottrell, and John K. Lawson, and each of them singly, his or her lawful attorney-in-fact with full power to execute and file any and all amendments to this registration statement together with exhibits thereto 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 Chief Executive Hans W. Becherer Officer (principal executive officer) /s/ John R. Block Director September 1, 1998 - ------------------------- John R. Block /s/ Leonard A. Hadley Director - ------------------------- Leonard A. Hadley Page 3 /s/ Nathan J. Jones Senior Vice President, - ------------------------- Principal Financial Nathan J. Jones Officer and Principal Accounting Officer /s/ Arthur L. Kelly Director September 1, 1998 - ------------------------- Arthur L. Kelly /s/ Antonio Madero B. Director - ------------------------- Antonio Madero B. /s/ John R. Walter Director - ------------------------- John R. Walter /s/ Arnold R. Weber Director - ------------------------- Arnold R. Weber Page 4 Pursuant to the requirements of the Securities Act of 1933, the plan administrator 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 September 1, 1998. JOHN DEERE SAVINGS AND INVESTMENT PLAN, DEERE & COMPANY, PLAN ADMINISTRATOR By: /s/ J. K. Lawson ------------------------- J. K. Lawson, Senior Vice President Page 5 EXHIBIT INDEX Uniform Exhibit Page Number Title Number - -------------------------------------------------------------- Exhibit 5.1 Opinion of Counsel 7 Exhibit 5.2 Internal Revenue Service Determination Letter 8 Exhibit 23 Independent Auditors' Consent 11 Page 6 EX-5.1 2 EXHIBIT 5.1 FRANK S. COTTRELL Vice President General Counsel and Corporate Secretary September 1, 1998 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 14,000,000 shares of the Company's common stock, $1 par value (the "Shares"), to be issued under the John Deere Savings And Investment Plan (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 EX-5.2 3 EXHIBIT 5.2 INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY DISTRICT DIRECTOR 1100 COMMERCE STREET DALLAS, TX 75242 Employer Identification Number: Date: JAN 16 1997 36-2382580 File Folder Number: 360030035 DEERE AND COMPANY Person to Contact: JOHN DEERE ROAD CUSTOMER SERVICE DIVISION MOLINE, IL 61265 Contact Telephone Number: (800) 829-1040 Plan Name: JOHN DEERE SAVINGS & INVESTMENT PLAN Plan Number: 003 Dear Applicant: We have made a favorable determination on your plan, identified above, based on the information supplied. Please keep this letter in your permanent records. Continued qualification of the plan under its present form will depend on its effect in operation. (See section 1.401- 1(b)(3) of the Income Tax Regulations.) We will review the status of the plan in operation periodically. The enclosed document explains the significance of this favorable determination letter, points out some features that may affect the qualified status of your employee retirement plan, and provides information on the reporting requirements for your plan. It also describes some events that automatically nullify it. It is very important that you read the publication. This letter relates only to the status of your plan under the Internal Revenue Code. It is not a determination regarding the effect of other federal or local statutes. This determination is subject to your adoption of the proposed amendments submitted in your letter dated November 21, 1996. The proposed amendments should be adopted on or before the date prescribed by the regulations under Code section 401(b). This letter is issued under Rev. Proc. 93-39 and considers the amendments required by the Tax Reform Act of 1986 except as otherwise specified in this letter. This plan satisfies the nondiscriminatory current availability requirements of section 1.401(a)(4)-4(b) of the regulations with respect to those benefits, rights, and features that are currently available to all employees in the plan's coverage group. For this purpose, the plan's coverage group consists of those employees treated as currently benefiting for purposes of demonstrating that the plan satisfies the minimum coverage requirements of section 410(b) of the Code. Letter 835 (DO/CG) -2- DEERE AND COMPANY This letter may not be relied upon with respect to whether the plan satisfies the qualification requirements as amended by the Uruguay Round Agreements Act, Pub. L. 103-465. The information on the enclosed addendum is an integral part of this determination. Please be sure to read and keep it with this letter. If you have questions concerning this matter, please contact the person whose name and telephone number are shown above. Sincerely yours, /s/ Bobby E. Scott ----------------------- Bobby E. Scott District Director Enclosures: Publication 794 Reporting & Disclosure Guide for Employee Benefit Plans Addendum Letter 835 (DO/CG) -3- DEERE AND COMPANY This determination also applies to amendments adopted on the following dates: May 29, 1985; April 8, 1986 August 27, 1986; January 9, 1987; July 29, 1987; December 7, 1988; August 29, 1990; December 5, 1990; October 31, 1991; November 6, 1991; May 27, 1992; September 9, 1992; February 12, 1993; September 22, 1993; December 8, 1993; February 23, 1994; March 23, 1994; December 6, 1994; December 7, 1994; May 31, 1995; June 26, 1995. Letter 835 (DO/CG) EX-23 4 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 Deere & Company: We consent to the incorporation by reference in this Registration Statement of the John Deere Savings And Investment Plan on Form S-8 of the reports dated November 25, 1997 and April 14, 1998, appearing in the Annual Report on Form 10-K, as amended, of Deere & Company for the year ended October 31, 1997 and to the reference to us under the heading "Experts" in the Prospectus, which is part of this Registration Statement. /s/ Deloitte & Touche LLP DELOITTE & TOUCHE LLP September 1, 1998 -----END PRIVACY-ENHANCED MESSAGE-----