SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

                                  May 29, 2001
                Date of Report (Date of earliest event reported)

                        Richton International Corporation
             (Exact name of registrant as specified in its charter)

                                    Delaware
                 (State or other jurisdiction of incorporation)

        0-12361                                            05-0122205

(Commission File Number)                       (IRS Employer Identification No.)

                   767 Fifth Avenue, New York, New York 10153
            -----------------------------------------------------
            (Address of principal executive offices)   (Zip Code)

                          (212) 751-1445
-----------------------------------------------------------------
       (Registrant's telephone number, including area code)

<PAGE>

Item 5. Other Events.

      Richton International Corporation, a Delaware corporation ("Richton"),
Deere & Company, a Delaware corporation ("Deere"), and Green Mergersub, Inc., a
wholly owned Delaware subsidiary of Deere ("Acquisition Sub") have entered into
an Agreement and Plan of Merger, dated as of May 29, 2001 (the "Merger
Agreement"), whereby Richton will be merged into Acquisition Sub (the "Merger")
and become a wholly owned subsidiary of Deere, to be known after the Merger as
John Deere Landscapes II, Inc.

      As a result of the Merger, stockholders of Richton will receive at their
individual elections, either cash or common stock of Deere. Up to 49% of Richton
common stock may be exchanged for cash at a price of $36.1299 per share. Richton
stockholders who elect to receive stock will have the right to receive Deere
common stock at the Exchange Ratio, as defined in the Merger Agreement. The
Exchange Ratio works as follows: if the Deere common stock price (as determined
by averaging the closing sale price of Deere common stock over the 10
consecutive trading days ending on the second full trading day prior to the
effective date of the Merger) is equal to or more than $42.9375 per share, then
the Exchange Ratio is 0.8415 shares of Deere common stock for each share of
Richton common stock; if the Deere common stock price is less than $42.9375 per
share, then the Exchange Ratio will increase in order to maintain the aggregate
consideration to be received by the holders of Richton common stock.

      The Merger Agreement prohibits Richton from soliciting competing
acquisition proposals. Richton, however, subject to compliance with the terms of
the Merger Agreement, may provide non-public information to, and engage in
negotiations and discussions with, a party or parties making unsolicited,
written acquisition proposals which are deemed to be superior proposals to the
Merger. Furthermore, subject to compliance with the terms of the Merger
Agreement, Richton could accept a superior proposal and pay Deere a termination
fee of $2,000,000.

      Following the execution and delivery of the Merger Agreement, certain
stockholders of Richton entered into a voting agreement (the "Voting Agreement")
whereby such stockholders committed to vote for the adoption of the Merger. The
Voting Agreement terminates in the event the Merger Agreement is terminated
(including in the event Richton accepts a superior proposal in compliance with
the terms of the Merger Agreement).

      The closing of the Merger is subject to certain conditions, including the
approval of the stockholders of Richton.

      Copies of the Merger Agreement, the Voting Agreement and the press
release, dated May 30, 2001, relating to the above-described Merger are attached
exhibits to this report and are incorporated herein by reference.

Exhibit Number    Description

2.1               Agreement and Plan of Merger, dated as of May 29, 2001, by and
                  among Richton International Corporation, Deere & Company, and
                  Green Mergersub, Inc.

99.1              Voting Agreement, dated as of May 30, 2001, by and among Deere
                  & Company, Green Mergersub, Inc., Fred R. Sullivan, and FRS
                  Capital Company, LLC.

99.2              Press release issued May 30, 2001, regarding the Merger.

<PAGE>

                                    SIGNATURE

      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 hereunto duly authorized.

                                        Richton International Corporation


                                        By: /s/ Cornelius F. Griffin
                                           -------------------------------------
                                             Name:  Cornelius F. Griffin
                                             Title: Chief Financial Officer

Dated: June 11, 2001

<PAGE>

                                 EXHIBIT INDEX

Exhibit Number    Description

2.1               Agreement and Plan of Merger, dated as of May 29, 2001, by and
                  among Richton International Corporation, Deere & Company, and
                  Green Mergersub, Inc.

99.1              Voting Agreement dated as of May 30, 2001, by and among Deere
                  & Company, Green Mergersub, Inc., Fred R. Sullivan, and FRS
                  Capital Company, LLC.

99.2              Press release issued May 30, 2001, regarding the Merger.
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{"company-data": {"conformed-name": "RICHTON INTERNATIONAL CORP", "cik": "0000083877", "assigned-sic": "5080", "irs-number": "050122205", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-06340", "film-number": "1658790"}, "business-address": {"street1": "340 MAIN STREET", "city": "MADISON", "state": "NJ", "zip": "07940", "phone": "2019660104"}, "mail-address": {"street1": "340 MAIN STREET", "city": "MADISON", "state": "NJ", "zip": "07940"}, "former-company": [{"former-conformed-name": "CORO INC", "date-changed": "19700915"}, {"former-conformed-name": "COHN & ROSENBERGER INC", "date-changed": "19700507"}]}
SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

                                  May 29, 2001
                Date of Report (Date of earliest event reported)

                        Richton International Corporation
             (Exact name of registrant as specified in its charter)

                                    Delaware
                 (State or other jurisdiction of incorporation)

        0-12361                                            05-0122205

(Commission File Number)                       (IRS Employer Identification No.)

                   767 Fifth Avenue, New York, New York 10153
            -----------------------------------------------------
            (Address of principal executive offices)   (Zip Code)

                          (212) 751-1445
-----------------------------------------------------------------
       (Registrant's telephone number, including area code)
Item 5. Other Events.

      Richton International Corporation, a Delaware corporation ("Richton"),
Deere & Company, a Delaware corporation ("Deere"), and Green Mergersub, Inc., a
wholly owned Delaware subsidiary of Deere ("Acquisition Sub") have entered into
an Agreement and Plan of Merger, dated as of May 29, 2001 (the "Merger
Agreement"), whereby Richton will be merged into Acquisition Sub (the "Merger")
and become a wholly owned subsidiary of Deere, to be known after the Merger as
John Deere Landscapes II, Inc.

      As a result of the Merger, stockholders of Richton will receive at their
individual elections, either cash or common stock of Deere. Up to 49% of Richton
common stock may be exchanged for cash at a price of $36.1299 per share. Richton
stockholders who elect to receive stock will have the right to receive Deere
common stock at the Exchange Ratio, as defined in the Merger Agreement. The
Exchange Ratio works as follows: if the Deere common stock price (as determined
by averaging the closing sale price of Deere common stock over the 10
consecutive trading days ending on the second full trading day prior to the
effective date of the Merger) is equal to or more than $42.9375 per share, then
the Exchange Ratio is 0.8415 shares of Deere common stock for each share of
Richton common stock; if the Deere common stock price is less than $42.9375 per
share, then the Exchange Ratio will increase in order to maintain the aggregate
consideration to be received by the holders of Richton common stock.

      The Merger Agreement prohibits Richton from soliciting competing
acquisition proposals. Richton, however, subject to compliance with the terms of
the Merger Agreement, may provide non-public information to, and engage in
negotiations and discussions with, a party or parties making unsolicited,
written acquisition proposals which are deemed to be superior proposals to the
Merger. Furthermore, subject to compliance with the terms of the Merger
Agreement, Richton could accept a superior proposal and pay Deere a termination
fee of $2,000,000.

      Following the execution and delivery of the Merger Agreement, certain
stockholders of Richton entered into a voting agreement (the "Voting Agreement")
whereby such stockholders committed to vote for the adoption of the Merger. The
Voting Agreement terminates in the event the Merger Agreement is terminated
(including in the event Richton accepts a superior proposal in compliance with
the terms of the Merger Agreement).

      The closing of the Merger is subject to certain conditions, including the
approval of the stockholders of Richton.

      Copies of the Merger Agreement, the Voting Agreement and the press
release, dated May 30, 2001, relating to the above-described Merger are attached
exhibits to this report and are incorporated herein by reference.

Exhibit Number    Description

2.1               Agreement and Plan of Merger, dated as of May 29, 2001, by and
                  among Richton International Corporation, Deere & Company, and
                  Green Mergersub, Inc.

99.1              Voting Agreement, dated as of May 30, 2001, by and among Deere
                  & Company, Green Mergersub, Inc., Fred R. Sullivan, and FRS
                  Capital Company, LLC.

99.2              Press release issued May 30, 2001, regarding the Merger.
SIGNATURE

      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 hereunto duly authorized.

                                        Richton International Corporation

                                        By: /s/ Cornelius F. Griffin
                                           -------------------------------------
                                             Name:  Cornelius F. Griffin
                                             Title: Chief Financial Officer

Dated: June 11, 2001
EXHIBIT INDEX

Exhibit Number    Description

2.1               Agreement and Plan of Merger, dated as of May 29, 2001, by and
                  among Richton International Corporation, Deere & Company, and
                  Green Mergersub, Inc.

99.1              Voting Agreement dated as of May 30, 2001, by and among Deere
                  & Company, Green Mergersub, Inc., Fred R. Sullivan, and FRS
                  Capital Company, LLC.

99.2              Press release issued May 30, 2001, regarding the Merger.