Washington, D.C. 20549



Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report: November 29, 2006
(Date of earliest event reported)

(Exact name of registrant as specified in its charter)






(State or other jurisdiction of


(Commission File Number)


(IRS Employer Identification No.)


One John Deere Place

Moline, Illinois 61265

(Address of principal executive offices and zip code)


(309) 765-8000

(Registrant’s telephone number, including area code)



(Former name or former address, if changed since last report.)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year


On November 29, 2006, the Board of Directors approved amendments to Article II, Sections 2 and 8 and Article III, Section 2 of the Company’s bylaws to change the vote standard for the election of directors from plurality to a majority of votes cast in uncontested elections. A majority of the votes cast means that the number of shares voted “for” a director must exceed the number of votes cast “against” that director. In contested elections where the number of nominees exceeds the number of directors to be elected, the vote standard will continue to be a plurality of votes cast.




If a nominee who already serves as a director is not elected, the director shall offer to tender his or her written resignation to the Board of Directors. The Corporate Governance Committee will make a recommendation to the Board on whether to accept or reject the resignation, or whether other action should be taken. The Board will act on the tendered resignation, taking into account the Corporate Governance Committee’s recommendation and publicly disclose its decision and the rationale behind it within 90 days from the date of the certification of the election results. The director who tenders his or her resignation will not participate in the decision of the Board of Directors or the Corporate Governance Committee.




The amended bylaws are effective November 29, 2006 and are attached as Exhibit 3.



Item 9.01

Financial Statements and Exhibits


(d)   Exhibits






            (3)   Bylaws






Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereto duly authorized.








/s/ Marc A. Howze




Marc A. Howze






Dated:   December 4, 2006