SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
RICHTON INTERNATIONAL CORPORATION
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(Name of Issuer)
Common Stock, Par Value $0.10 Per Share
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(Title of Class of Securities)
765516109
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(CUSIP Number)
Michael A. Harring, Esq.
Corporate Secretary and Associate General Counsel
Deere & Company
One John Deere Place
Moline, Illinois 61265
(309) 765-8000
With a copy to:
David J. Friedman, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
(212) 735-3000
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
May 30, 2001
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(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule 13D, and
is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d- 1(g),
check the following box /__/.
CUSIP No. 765516109 SCHEDULE 13D
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
DEERE & COMPANY (I.R.S. IDENTIFICATION NO. 36-2382580)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /_/
(b) /_/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS /_/
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY -----------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON See Item 5
WITH -----------------------------------------------
9 SOLE DISPOSITIVE POWER
0
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Item 5
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
See Item 5
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14 TYPE OF REPORTING PERSON
CO
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Item 1. Security and Issuer.
The class of securities to which this statement on Schedule 13D
(this "Schedule 13D") relates is the common stock, par value $0.10 per
share ("Richton Common Stock"), of Richton International Corporation, a
Delaware corporation ("Richton"), whose principal executive offices are
located at 767 Fifth Avenue, New York, New York 10153.
Item 2. Identity and Background.
(a)-(c); (f) This Schedule 13D is being filed by Deere & Company,
a Delaware corporation ("Deere"). Deere manufactures, distributes and
finances a full range of agricultural equipment, a broad range of equipment
for construction, forestry and public works, and a variety of commercial
and consumer equipment and other technological products and services. Deere
also provides credit services and managed health care plans. The address of
Deere's principal business is One John Deere Place, Moline, Illinois 61265.
The address of Deere's executive offices is the same as the address of its
principal business.
The name, business address, citizenship and present principal
occupation or employment of each executive officer and director of Deere
are set forth on Schedule I hereto and are incorporated herein by
reference. Unless otherwise specified on Schedule I hereto, each named
executive officer and director is a citizen of the United States.
Deere hereby disclaims beneficial ownership of any shares of the
Richton Common Stock, and the filing of this Schedule 13D shall not be
construed as an admission that Deere is, for purposes of Section 13(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the
beneficial owner of any such shares of Richton Common Stock.
(d)-(e) During the last five years, neither Deere, nor, to the
best of Deere's knowledge, any person on Schedule I hereto, has been (a)
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (b) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which
proceeding such person is or was subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Deere may be deemed to have acquired beneficial ownership of
1,434,274 shares of Richton Common Stock pursuant to a voting agreement,
dated as of May 30, 2001 (the "Voting Agreement"), by and among Deere,
Green Mergersub, Inc., a Delaware corporation and a wholly-owned subsidiary
of Deere ("Merger Sub") and certain stockholders of Richton listed on
Schedule I thereto (the "Richton Stockholders"). Pursuant to the terms and
subject to the conditions of the Voting Agreement, the Richton Stockholders
have agreed to vote their respective shares of Richton Common Stock as set
forth below in favor of, among other things, the Merger (as defined in Item
4 hereof) and the execution and delivery by Richton of the Merger Agreement
(as defined in Item 4 hereof):
Richton Stockholder Number of Shares of Richton Common Stock
Fred R. Sullivan 195,000
FRS Capital Company, LLC 1,239,274
The terms and conditions of the Voting Agreement are discussed in
Item 6 hereof. Other than as set forth in this Item 3 or Item 6 hereof,
Deere possesses no right or power to vote, direct the vote of, dispose or
direct the disposition of, the Richton Common Stock. Reference is hereby
made to the Voting Agreement, a copy of which is attached hereto as Exhibit
1, for the full text of the terms thereof and which Voting Agreement is
incorporated herein by reference.
Deere hereby disclaims beneficial ownership of such shares of the
Richton Common Stock.
Item 4. Purpose of Transaction.
(a)-(b) On May 29, 2001, Richton, Deere and Merger Sub entered
into an Agreement and Plan of Merger, dated as of May 29, 2001 (the "Merger
Agreement"). The Merger Agreement provides, among other things, for the
merger of Richton with and into Merger Sub (the "Merger") with Merger Sub
being the corporation surviving the Merger. As discussed below in Item 6
hereof, subsequent to the execution of the Merger Agreement, Deere, Merger
Sub and the Richton Stockholders entered into the Voting Agreement. The
purpose of entering into the Voting Agreement was to facilitate
consummation of the Merger and the other transactions contemplated by the
Merger Agreement.
Pursuant to the terms of the Merger Agreement and upon
consummation of the Merger, among other things:
at the Effective Time (as defined in the Merger Agreement),
each share of Richton Common Stock shall be converted into the following:
(1) for each share of Richton Common Stock with respect to
which an election to receive cash has been made (a "Cash
Election"), the right to receive in cash from Deere an
amount equal to $36.1299 (the "Merger Price")
(collectively, "Cash Election Shares");
(2) for each share of Richton Common Stock with respect to
which an election to receive common stock, $1.00 par
value, of Deere (the "Deere Shares") has been made (a
"Stock Election"), the right to receive from Deere, that
fraction of a Deere Share equal to the Exchange Ratio (as
defined below) (collectively, "Stock Election Shares").
The "Exchange Ratio" shall be equal to the result
obtained by dividing the Merger Price by the average
closing sales price (the "Closing Sales Price"), rounded
to four decimal points, of the Deere Shares, as reported
on the New York Stock Exchange, Inc. (the "NYSE")
Composite Tape, for the period of the ten consecutive
trading days ending on the second full trading day prior
to the Effective Time, however, if the Closing Sales
Price is equal to or more than $42.9375, then the
Exchange Ratio will be fixed at 0.8415. If the Closing
Sales Price is below $42.9375, then the Exchange Ratio
will increase and the Richton Common Stock would be
exchanged for more Deere Shares to maintain (based on the
Closing Sales Price) the value of the aggregate
consideration received if the Closing Sales Price were
$42.9375; and
(3) for each share of Richton Common Stock other than shares
as to which a Cash Election or a Stock Election has been
effectively made (a "Non- Election"): (A) if the total
number of Cash Election Shares and dissenting shares
exceeds that number which corresponds to 49% of the
number of shares of Richton Common Stock outstanding
immediately prior to the Effective Time (the "Cash
Number"), the right to receive from Deere, that fraction
of a Deere Share equal to the Exchange Ratio, or (B) if
the total number of Cash Election Shares and dissenting
shares is less than or equal to the Cash Number, the
right to receive cash and Deere Shares in the following
manner (collectively, "Non-Electing Shares"):
(i) a proration factor (the "Non-Election Proration
Factor") shall be a fraction, (A) the numerator of
which shall be the lesser of (x) the total number of
Non-Electing Shares and (y) the Cash Number minus
the total number of Cash Election Shares and
dissenting shares and (B) the denominator of which
shall be the total number of Non-Electing Shares;
and
(ii) each Non-Electing Share shall be converted into (A)
the right to receive an amount in cash equal to the
product of (x) the Merger Price and (y) the
Non-Election Proration Factor and (B) a fraction of
a Deere Share equal to the product of (x) the
Exchange Ratio and (y) a fraction equal to one minus
the Non-Election Proration Factor.
The maximum number of shares of Richton Common Stock which shall
be converted into the right to receive cash in the Merger, pursuant to Cash
Elections, shall be the Cash Number, however, the Cash Number may be
reduced in the event that certain tax opinions can not be rendered pursuant
to the Merger Agreement.
If the total number of Cash Election Shares and dissenting shares
exceeds the Cash Number, then the Cash Election Shares shall be converted
into the right to receive cash and Deere Shares in the following manner:
(1) a proration factor (the "Cash Proration Factor") shall be
a fraction, (A) the numerator of which shall be the Cash
Number minus the total number of dissenting shares and
(B) the denominator of which shall be the total number of
Cash Election Shares; and
(2) each Cash Election Share shall be converted into (A) the
right to receive an amount in cash equal to the product
of (x) the Merger Price and (y) the Cash Proration Factor
and (B) a fraction of a Deere Share equal to the product
of (x) the Exchange Ratio and (y) a fraction equal to one
minus the Cash Proration Factor.
The Merger is subject to customary closing conditions, including
the approval and adoption of the Merger Agreement by Richton's
stockholders, the expiration of the applicable waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the
satisfaction or waiver of certain other conditions as more fully described
in the Merger Agreement. There can be no assurance that the required
approvals will be obtained in a timely fashion, if at all, or, in the case
of regulatory approvals, if obtained, will not contain certain conditions.
(c) Except as contemplated in connection with the Merger, not
applicable.
(d)-(g) In the Merger, Richton will merge with and into Merger
Sub, and Richton will cease to exist as a separate corporate entity. Upon
the consummation of the Merger, Merger Sub shall continue as the surviving
corporation (the "Surviving Corporation") and from and after the Effective
Time, the directors and officers of the Surviving Corporation shall consist
of the directors and officers of the Merger Sub immediately prior to the
Effective Time.
Upon the consummation of the Merger, the certificate of
incorporation and the by-laws of Merger Sub in effect at the Effective Time
shall be the certificate of incorporation and by-laws of the Surviving
Corporation, except that Article I of the certificate of incorporation
shall be amended as of the Effective Time to read as follows: "The name of
the Corporation is John Deere Landscapes II, Inc."
(h)-(i) Upon the consummation of the Merger, the Richton Common
Stock shall be (i) delisted from the American Stock Exchange and (ii)
deregistered under Section 12(g)(4) of the Exchange Act.
(j) Except as contemplated in connection with the Merger, not
applicable.
The foregoing description of the Merger Agreement does not
purport to be complete and is qualified in its entirety by reference to the
Merger Agreement, a copy of which is attached hereto as Exhibit 2 and is
incorporated herein by reference.
Item 5. Interest in Securities of the Issuer.
(a)-(b) As of the date hereof, and as a result of the execution of
the Voting Agreement, the aggregate number of shares of Richton Common
Stock which Deere may be deemed to share the power to vote, or to direct
the vote of (and as a result, may pursuant to Rule 13d-3 under the Exchange
Act, be deemed the beneficial owner of) is 1,434,274, which constitutes
approximately 41.5% of the 3,459,742 shares of Richton Common Stock
outstanding as of April 30, 2001, as represented by Richton in the Merger
Agreement.
Other than with respect to the deemed voting rights described in
Item 6 hereof, Deere possesses no powers, rights or privileges with respect
to the Richton Common Stock.
Deere hereby disclaims beneficial ownership of any shares of the
Richton Common Stock, and the filing of this Schedule 13D shall not be
construed as an admission that Deere is, for purposes of Section 13(d) of
the Exchange Act, the beneficial owner of any such shares of Richton Common
Stock.
Except as set forth above, neither Deere nor, to the best of
Deere's knowledge, any of the individuals named in Schedule I hereto
beneficially owns any shares of Richton Common Stock.
(c) Other than as set forth in this Schedule 13D, neither Deere
nor, to the best of Deere's knowledge, any of the individuals named in
Schedule I hereto has effected any transaction with respect to the shares
of Richton Common Stock within the last sixty days.
(d) Other than with respect to the deemed voting rights described
in Items 3 and 6 hereof, Deere possesses no powers, rights or privileges
with respect to the Richton Common Stock. All other powers, rights and
privileges with respect to the Richton Common Stock remain with the Richton
stockholders, including the right to receive, or the power to direct, the
receipt of dividends from, or the proceeds from the sale of, such shares of
Richton Common Stock.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
Pursuant to the Voting Agreement, each Richton Stockholder, solely
in each of their individual capacities as a stockholder of Richton, agreed
that at any meeting of the holders of Richton Common Stock, however called,
or in connection with any written consent of the holders of the Richton
Common Stock, to vote each of their outstanding shares of Richton Common
Stock (a) in favor of the Merger, the execution and delivery by Richton of
the Merger Agreement and the approval of the terms thereof and each of the
other actions contemplated by the Merger Agreement and the Voting Agreement
and any actions required in furtherance thereof and (b) against the
following actions (other than the Merger and the transactions contemplated
by the Merger Agreement): (i) any extraordinary corporate transaction, such
as a merger, consolidation or other business combination involving Richton;
(ii) any sale, lease or transfer of a material amount of assets of Richton
or any reorganization, recapitalization, dissolution or liquidation of
Richton or (iii) (W) any change in the majority of the board of directors
of Richton; (X) any material change in the present capitalization of
Richton or any amendment of the certificate of incorporation or similar
governing document of Richton; (Y) any other material change in the
corporate structure or business of Richton; or (Z) any other action, which,
in the case of each of the matters referred to in clauses (W), (X) and (Y)
above, is intended, or could reasonably be expected, to impede, interfere
with, delay, postpone, discourage or materially adversely affect the
contemplated economic benefits to Deere or Merger Sub of the Merger or the
transactions contemplated by the Merger Agreement or the Voting Agreement.
Each Richton Stockholder further agreed, among other things, that
they would not (i) transfer (which term shall include, without limitation,
any sale, gift, pledge, hypothecation or other disposition), or consent to
any transfer of, any or all of their Richton Common Stock, or any interest
therein if such transfer would result in the Richton Stockholder no longer
having the power to vote, or cause to be voted, their Richton Common Stock
or enter into any contract, option or other agreement or understanding with
respect to any such transfer of any or all of their Richton Common Stock,
or any interest therein, or (ii) grant any proxy, power-of-attorney or
other authorization in or with respect to their Richton Common Stock or
deposit any of their Richton Common Stock into a voting trust or enter into
a voting agreement or arrangement with respect to any of their Richton
Common Stock.
The Voting Agreement shall terminate at the earliest to occur of
the following: (i) the termination of the Merger Agreement in accordance
with its terms, (ii) if (1) the special committee of Richton's Board of
Directors (the "Richton Special Committee") determines that another
Acquisition Proposal is a Superior Proposal (each as defined in the Merger
Agreement) pursuant to the Merger Agreement, (2) Richton provides notice
that it has informed Richton's stockholders that it no longer believes that
the Merger is advisable and no longer recommends its approval (a
"Subsequent Determination"), (3) Deere does not amend its offer such that
the Richton Special Committee does not proceed with the Subsequent
Determination and (4) the Richton Special Committee recommends acceptance
of the Superior Proposal to Richton's stockholders or (iii) the
consummation of the transactions contemplated by the Merger Agreement.
Except as provided in the Merger Agreement and in the Voting
Agreement and except as set forth in this Schedule 13D, neither Deere nor,
to the best of Deere's knowledge, any of the individuals named in Schedule
I hereto, has any contracts, arrangements, understandings or relationships
(legal or otherwise), with any person with respect to any securities of
Richton, including, but not limited to, transfer or voting of any
securities, finder's fees, joint ventures, loan or option arrangements,
puts or calls, guarantees of profits, division of profits or losses, or the
giving or withholding of proxies.
The foregoing description of the Voting Agreement does not purport
to be complete and is qualified in its entirety by reference to the Voting
Agreement, a copy of which is attached hereto as Exhibit 1 and is
incorporated herein by reference.
Item 7. Material to be Filed as Exhibits.
Exhibit Description
1 Voting Agreement, dated as of May 30, 2001, by and among
Deere, Merger Sub and the Richton Stockholders
2 Agreement and Plan of Merger, dated as of May 29, 2001, by and
among Richton, Deere and Merger Sub
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: June 8, 2001
DEERE & COMPANY
By: /s/ John J. Jenkins
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Name: John J. Jenkins
Title: President, Commercial and
Consumer Equipment Division
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS
OF DEERE & COMPANY
The name, business address, present principal occupation
or employment and name, principal business and address of any corporation
or other organization in which such employment is conducted of each of the
executive officers and directors of Deere are set forth below. All of the
persons listed below are citizens of the United States unless otherwise
noted below.
EXECUTIVE OFFICERS
Name, Principal Business and
Address of Corporation or
Present Principal Organization
in which such Employment is
Name Occupation or Employment Conducted
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Robert W. Lane Chairman and Chief Executive Deere & Company
Officer One John Deere Place
Moline, IL 61265
James R. Jenkins Senior Vice President and Deere & Company
General Counsel One John Deere Place
Moline, IL 61265
Nathan J. Jones Senior Vice President and Chief Deere & Company
Financial Officer One John Deere Place
Moline, IL 61265
John J. Jenkins President, Worldwide Deere & Company
Commercial & Consumer One John Deere Place
Equipment Division Moline, IL 61265
Ferdinand F. Korndorf President, Worldwide Deere & Company
Agricultural Equipment Division One John Deere Place
Moline, IL 61265
Pierre E. Leroy President, Worldwide Deere & Company
Construction Equipment One John Deere Place
Division and Deere Power Moline, IL 61265
Systems Group
Michael P. Orr President, Financial Services Deere & Company
Division One John Deere Place
Moline, IL 61265
John K. Lawson Senior Vice President, Deere & Company
Engineering & Technology One John Deere Place
Moline, IL 61265
H. J. Markley Senior Vice President, Deere & Company
Worldwide Human Resources One John Deere Place
DIRECTORS
Name, Principal Business and
Address of Corporation or
Present Principal Organization
in which such Employment is
Name Occupation or Employment Conducted
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John R. Block President and Chief Executive Food Distributors International
Officer 201 Park Washington Court
Food Distributors International Falls Church, VA 22046
Crandall C. Bowles Chairman and Springs Industries, Inc.
Chief Executive Officer 205 North White Street
Springs Industries, Inc. Fort Mill, SC 29715
T. Kevin Dunnigan* Chairman and Chief Executive Thomas & Betts Corporation
Officer 8155 T&B Boulevard
*Mr. Dunnigan is a citizen Thomas & Betts Corporation Memphis, TN 38125
of Canada.
Leonard A. Hadley President and Maytag Corporation
Chief Executive Officer 403 West Fourth Street North
Maytag Corporation Newton, Iowa 50208
Prof. Regina E. Herzlinger Nancy R. McPherson Harvard Business School
Professor of Business Soldiers Field Road
Administration Baker Library 163
Harvard Business School Boston, MA 02163
Arthur L. Kelly Managing Partner KEL Enterprises, L.P.
KEL Enterprises L.P. Suite 2222
Two First National Plaza
20 South Clark Street
Chicago, IL 60603
Robert W. Lane Chairman and Deere & Company
Chief Executive Officer One John Deere Place
Deere & Company Moline, IL 61265
Antonio Madero B.* Chairman of the Board and SANLUIS Corporacion, S.A.
Chief Executive Officer de C.V.
SANLUIS Corporacion, S.A. Monte Pelvoux No. 220 Piso 8
*Mr. Madero is a citizen Lomas de Chapultepec
of de C.V. Mexico Delegacion Miguel Hidalgo
11000 Mexico, D.F.
Thomas H. Patrick Executive Vice President and Merrill Lynch & Co., Inc.
Chief Financial Officer Four World Financial Center
Merrill Lynch & Co., Inc. North Tower
New York, NY 10281-1332
John R. Stafford Chairman of the Board American Home Products
American Home Products Corporation
Corporation Five Giralda Farms
Madison, NJ 07940
John R. Walter Chairman Ashlin Management
Ashlin Management Corporation
Corporation 401 North Ahwahnee Road
Lake Forest, IL 60045
Dr. Arnold R. Weber President Emeritus Office of the President
Northwestern University Emeritus
Northwestern University
555 Clark Street, Suite 209
Evanston, IL 60208-1220
EXHIBIT INDEX
Exhibit Description
1 Voting Agreement, dated as of May 30, 2001, by and among
Deere, Merger Sub and the Richton Stockholders
2 Agreement and Plan of Merger, dated as of May 29, 2001, by
and among Richton, Deere and Merger Sub