SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------ FORM 10-K/A ------------------ AMENDMENT NO. 1 TO ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED OCTOBER 31, 1993 Commission file number 1-4121 DEERE & COMPANY (Exact name of registrant as specified in its charter) DELAWARE 36-2382580 (State of incorporation) (IRS Employer Identification No.) JOHN DEERE ROAD, MOLINE, ILLINOIS 61265 (309) 765-8000 (Address of principal executive offices) (Zip Code) (Telephone Number) SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED Common stock, $1 par value New York Stock Exchange Chicago Stock Exchange Frankfurt, Germany Stock Exchange 8.45% Debentures Due 2000 New York Stock Exchange 5-1/2% Convertible Subordinated Debentures Due 2001 New York Stock Exchange 8% Debentures Due 2002 New York Stock Exchange 8-1/4% Notes Due 1996 New York Stock Exchange 9-1/8% Notes Due 1996 New York Stock Exchange 8.95% Debentures Due 2019 New York Stock Exchange 8-1/2% Debentures Due 2022 New York Stock Exchange SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: NONE Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] The aggregate quoted market price of voting stock of registrant held by nonaffiliates at December 31, 1993 was $6,321,507,276. At December 31, 1993, 85,605,030 shares of common stock, $1 par value, of the registrant were outstanding. DOCUMENTS INCORPORATED BY REFERENCE. Portions of the proxy statement for the annual meeting of stockholders to be held on February 23, 1994 are incorporated by reference in Part III. - - ------------------------------------------------------------------------------ Page 1 of 50 Pursuant to Rule 15d-21 under the Securities Exchange Act of 1934, the undersigned registrant (the "Registrant") hereby amends the following items, financial statements, exhibits or other portions of its Annual Report on Form 10-K for the fiscal year ended October 31, 1993 to include the information and financial statements required by Form 11-K with respect to The John Deere Savings and Investment Plan and The John Deere Tax Deferred Savings Plan For Hourly and Incentive Paid Employees (the "Plans") for the year ended October 31, 1993 as set forth in the pages attached hereto: Index to Exhibits and Exhibits revised to add Exhibits 23.2, 23.3, 99.3 and 99.4, copies of which are attached, consisting of the Consents of the Independent Auditors, Independent Auditors' Report, and the Audited Financial Statements, Notes to Financial Statements, and Supplemental Schedules of the Plans. Page 2 of 50 INDEX TO EXHIBITS EXHIBIT - - ------- 3.1 Certificate of incorporation as amended (Exhibit 3.1 to Form 10-Q of registrant for the period ended April 30, 1993*) 3.2 Certificate of Designation Preferences and Rights of Series A Participating Preferred Stock (Exhibit 3.2 to Form 10-Q of registrant for the period ended April 30, 1993*) 3.3 By-laws, as amended (Exhibit 3.3 to Form 10-Q of registrant for the quarter ended April 30, 1993*) 4.1 Indenture dated February 15, 1991 between registrant and Citibank, N.A., as Trustee. (Exhibit 4.1 to Form 10-Q of registrant for the quarter ended April 30, 1993*) 4.2 Credit agreements among registrant, John Deere Capital Corporation, various financial institutions, and Chemical Bank and Deutsche Bank, as Managing Agents, dated as of December 15, 1993 (Exhibit 4.1 to 1993 Form 10-K of John Deere Capital Corporation, Commission file no. 1-6458*) 4.3 Revolving evergreen credit facility REF loan agreement among John Deere Limited, John Deere Finance Limited with a number of banks dated March 26, 1993 and REF linked credit agreement among registrant, John Deere Capital Corporation and a number of banks dated as of March 26, 1993. (Exhibit 4.3 to Form 10-Q of registrant for the quarter ended April 30, 1993*) 4.4 Form common stock certificates (Exhibit 4.4 to Form 10-Q of registrant for the quarter ended April 30, 1993*) 4.5 Rights Agreement dated as of December 9, 1987 as amended between registrant and Morgan Shareholder Services Trust Company (Exhibit 4.5 to Form 10-Q of registrant for the quarter ended April 30, 1993*) 4.6 First Amendment to Rights Agreement, dated as of February 28, 1990 between registrant and First Chicago Trust Co. of New York (Exhibit 4.6 to Form 10-Q of registrant for the quarter ended April 30, 1993*) 4.7 Second Amendment to Rights Agreement, dated as of March 1, 1991 between registrant and First Chicago Trust Co. of New York (Exhibit 4.7 to Form 10-Q of registrant for the quarter ended April 30, 1993*) Certain instruments relating to long-term debt constituting less than 10% of the registrant's total assets, are not filed as exhibits herewith pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K. The registrant will file copies of such instruments upon request of the Commission. 9. Not applicable 10.1 Agreement dated May 11, 1993 between registrant and John Deere Capital Corporation concerning agricultural retail notes (Exhibit 10.1 to Form 10-Q of registrant for the quarter ended April 30, 1993*) Page 3 of 50 EXHIBIT - - ------- 10.2 Agreement dated May 11, 1993 between registrant and John Deere Capital Corporation relating to lawn and grounds care retail notes (Exhibit 10.2 to Form 10-Q of registrant for the quarter ended April 30, 1993*) 10.3 Agreement dated May 11, 1993 between John Deere Industrial Equipment Company, a wholly-owned subsidiary of registrant and John Deere Capital Corporation concerning industrial retail notes (Exhibit 10.3 to Form 10-Q of registrant for the quarter ended April 30, 1993*) 10.4 Agreement dated January 26, 1983 between registrant and John Deere Capital Corporation relating to agreements on retail notes with United States sales branches (Exhibit 10.4 to Form 10-Q of registrant for the quarter ended April 30, 1993*) 10.5 John Deere Supplemental Pension Benefit Plan, as amended May 26, 1993. (Exhibit 10.5 to Form 10-Q of registrant for the quarter ended April 30, 1993*) 10.6 1981 John Deere Incentive Stock Option Plan (Exhibit 10.6 to Form 10-Q of registrant for the quarter ended April 30, 1993*) 10.7 1986 John Deere Stock Option Plan (Exhibit 10.7 to Form 10-Q of registrant for the quarter ended April 30, 1993*) 10.8 1991 John Deere Stock Option Plan (Exhibit 10.8 to Form 10-Q of registrant for the quarter ended April 30, 1993*) 10.9 Deere & Company Voluntary Deferred Compensation Plan (Exhibit 10.9 to Form 10-Q of registrant for the quarter ended April 30, 1993*) 10.10 John Deere Restricted Stock Plan (Exhibit 10.10 to Form 10-Q of registrant for the quarter ended April 30, 1993*) 10.11 1993 Nonemployee Director Stock Ownership Plan (Exhibit to Notice and Proxy Statement of registrant for the annual shareholder meeting on February 24, 1993*) 11. Computation of net income per share** 12. Computation of ratio of earnings to fixed charges** 13. Not applicable 16. Not applicable 18. Not applicable 21. Subsidiaries** 22. Not applicable 23.1 Consent of Deloitte & Touche with respect to the Independent Audit Report for the October 31, 1993 financial statements of Deere & Company** Page 4 of 50 EXHIBIT - - ------- 23.2 Consent of Deloitte & Touche with respect to the Independent Audit Report for The John Deere Savings and Investment Plan 23.3 Consent of Deloitte & Touche with respect to the Independent Audit Report for the John Deere Tax Deferred Savings Plan For Hourly and Incentive Paid Employees 24. Not applicable 27. Not applicable 28. Not applicable 99.1 Press Release dated December 9, 1987 announcing adoption of Shareholder Rights Plan (Exhibit 99.1 to Form 10-Q of registrant for the quarter ended April 30, 1993*) 99.2 Form of Letter to Shareholders dated December 10, 1987 describing Shareholder Rights Plan (Exhibit 99.2 to Form 10- Q of registrant for the quarter ended April 30, 1993*) 99.3 John Deere Savings And Investment Plan Independent Auditors' Report Statements of Net Assets Available For Benefits as of October 31, 1993, 1992 and 1991 Statements of Changes in Net Assets Available For Benefits for the years ended October 31, 1993, 1992, 1991 Notes to Financial Statements Supplemental Schedules 99.4 John Deere Tax Deferred Savings Plan For Hourly And Incentive Paid Employees Statements as of October 31, 1993, 1992 and 1991 Statements of Changes for the years ended October 31, 1993, 1992 and 1991 Notes to Financial Statements Supplemental Schedules *Incorporated by reference. Copies of these exhibits are available from the Company upon request. **Copies of these exhibits were filed with the Commission with the original Annual Report of the Company on Form 10-K for the fiscal year ended October 31, 1993. Page 5 of 50 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this amendment to its Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized. DEERE & COMPANY By: /s/ M. S. Plunkett ------------------- M. S. Plunkett Senior Vice President Date: April 26, 1994 -------------- Page 6 of 50