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DE > SEC Filings for DE > Form 8-K on 16-Oct-2009All Recent SEC Filings

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Form 8-K for DEERE & CO


16-Oct-2009

Other Events, Financial Statements and Exhibits


Item 8.01 Other Events.

On October 13, 2009, Deere & Company (the "Company") agreed to sell $750,000,000 aggregate principal amount of 4.375% Notes due 2019 (the "2019 Notes") and $500,000,000 aggregate principal amount of 5.375% Notes due 2029 (the "2029 Notes," and together with the 2019 Notes, the "Notes"). In connection with the issuance and the sale of the Notes, on October 13, 2009, the Company entered into a terms agreement (the "Terms Agreement") with Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and J.P. Morgan Securities Inc., as representatives of the underwriters named therein. The offering is being made pursuant to the Company's registration statement on Form S-3ASR (Registration Statement No. 333-153704) previously filed with the Securities and Exchange Commission (the "Registration Statement"). The foregoing description of the Terms Agreement is qualified in its entirety by reference to the text of the Terms Agreement, a copy of which is filed herewith as Exhibit 1.1.

The forms of the 2019 Notes and the 2029 Notes are attached as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K. A copy of the opinion of Shearman & Sterling LLP, counsel to the Company, relating to the legality of the Notes and the opinion of Shearman & Sterling LLP, special tax counsel to the Company, are filed as Exhibits 5.1 and 8.1, respectively, to this Current Report on Form 8-K.

The Company incorporates by reference the exhibits filed herewith into the Registration Statement, pursuant to which the Notes were registered.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed as part of this Report on Form 8-K:

Exhibit No.                           Description of Exhibit
1.1           Terms Agreement, dated October 13, 2009, among Deere & Company and
              Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and J.P.
              Morgan Securities Inc., as representatives of the underwriters named
              therein.
4.1           Form of 4.375% Notes due 2019.
4.2           Form of 5.375% Notes due 2029.
5.1           Opinion of Shearman & Sterling LLP, counsel to the Company.
8.1           Opinion of Shearman & Sterling LLP, special tax counsel to the Company.
23.1          Consent of Shearman & Sterling LLP (included in Exhibit 5.1).
23.2          Consent of Shearman & Sterling LLP (included in Exhibit 8.1).


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