-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, gIcOQbgQJRcfsJ0IJ5UTyXpjh2CiKfhZEfS9gu5yT36RctwNLltRqsaofuljNLmb XubhAZ3aY9MlyIpbcRnLgA== 0000793952-94-000017.txt : 19940702 0000793952-94-000017.hdr.sgml : 19940702 ACCESSION NUMBER: 0000793952-94-000017 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19931231 FILED AS OF DATE: 19940627 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HARLEY DAVIDSON INC CENTRAL INDEX KEY: 0000793952 STANDARD INDUSTRIAL CLASSIFICATION: 3751 IRS NUMBER: 391382325 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09183 FILM NUMBER: 94535909 BUSINESS ADDRESS: STREET 1: 3700 W JUNEAU AVE CITY: MILWAUKEE STATE: WI ZIP: 53208 BUSINESS PHONE: 4143424680 11-K 1 Form 11-K SECURITY AND EXCHANGE COMMISSION Washington, D.C. 20549 [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] For the fiscal year end December 31, 1993 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from to Commission file number 1-10793 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: Holiday Rambler Corporation Employees' Retirement Plan 65528 State Road 19 Wakarusa, Indiana 46573 B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: Harley-Davidson, Inc. 3700 West Juneau Avenue Milwaukee, Wisconsin 53208 REQUIRED INFORMATION 1. Not applicable. 2. Not applicable. 3. Not applicable. 4. The Holiday Rambler Corporation Employees' Retirement Plan (the "Plan") is subject to the requirements of the Employee Retirement Income Security Act of 1974 ("ERISA"). Attached hereto is a copy of the most recent financial statements and schedules of the Plan prepared in accordance with the financial reporting requirements of ERISA. Exhibits - - - -------- 24. Consent of Independent Auditors SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the Plan) have duly caused this annual report to be signed by the undersigned thereunto duly authorized. Holiday Rambler Corporation Employees' Retirement Plan Date: June 27, 1994 By: /S/ John H. Campbell, Jr. John H. Campbell, Jr. Member of the Retirement Plan Committee Holiday Rambler Corporation Employees' Retirement Plan Financial Statements and Supplemental Schedules Years ended December 31, 1993 and 1992 Contents Report of Independent Auditors . . . . . . . . . . . . . . . . . . . . . 5 Financial Statements Statements of Net Assets Available for Plan Benefits . . . . . . . . . . 6 Statements of Changes in Net Assets Available for Plan Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . . 10 Supplemental Schedules Assets Held for Investment . . . . . . . . . . . . . . . . . . . . . . 15 Transactions or Series of Transactions in Excess of 5 Percent of the Current Value of Plan Assets . . . . . . . . . . . . . 16 Report of Independent Auditors Holiday Rambler Corporation Employees' Retirement Plan Committee We have audited the accompanying statements of net assets available for plan benefits of Holiday Rambler Corporation Employees' Retirement Plan (the Plan) as of December 31, 1993 and 1992, and the related statements of changes in net assets available for plan benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits of the Plan at December 31, 1993 and 1992, and the changes in its net assets available for plan benefits for the years then ended, in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental schedules of assets held for investment as of December 31, 1993, and transactions or series of transactions in excess of 5 percent of the current value of the plan assets for the year then ended, are presented for purposes of complying with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, and are not a required part of the basic financial statements. The supplemental schedules have been subjected to the auditing procedures applied in our audit of the 1993 financial statements and, in our opinion, are fairly stated in all material respects in relation to the 1993 basic financial statements taken as a whole. ERNST & YOUNG Milwaukee, Wisconsin May 20, 1994 Holiday Rambler Corporation Employees' Retirement Plan Statement of Net Assets Available for Plan Benefits December 31, 1993 Harley- Diversified Growth Davidson, Inc. Inter- Equity MaGic+ Equity Balanced Common national Total Fund Fund Fund Fund Stock Fund Fund ----- ----------- ------ ------ -------- -------------- -------- ASSETS Investments: Investments in securities of unaffiliated issuers, at fair value (Note 3): Common trust funds $17,822,417 $3,229,106 $ 8,745,394 $3,389,118 $2,369,670 $ 83,118 $6,011 Investments in securities of affiliated issuers, at fair value (Note 6): Harley-Davidson, Inc. Common Stock 8,906,631 - - - - 8,906,631 - Investments other than securities (Note 4): Guaranteed investment contracts, at contract value 2,500,000 - 2,500,000 - - - - ----------- ---------- ----------- ---------- ---------- ---------- ------ Total investments 29,229,048 3,229,106 11,245,394 3,389,118 2,369,670 8,989,749 6,011 Interest receivable 167,283 9 167,267 4 3 - - Cash 12,447 1,369 - 3,277 1,790 - 6,011 Participant contributions receivable 28,277 3,288 11,663 2,952 2,316 8,058 - ----------- ---------- ----------- ---------- ---------- ---------- ------ Total Assets 29,437,055 3,233,772 11,424,324 3,395,351 2,373,779 8,997,807 12,022 LIABILITIES Accounts payable 33,383 9,835 - 1,990 1,790 13,757 6,011 ----------- ---------- ----------- ---------- ---------- ---------- ------ Net assets available for plan benefits $29,403,672 $3,223,937 $11,424,324 $3,393,361 $2,371,989 $8,984,050 $6,011 =========== ========== =========== ========== ========== ========== ======
See accompanying notes. Holiday Rambler Corporation Employees' Retirement Plan Statements of Net Assets Available for Plan Benefits December 31, 1992 Harley- Diversified Growth Davidvson, Inc. Equity MaGic+ Equity Balanced Common Total Fund Fund Fund Fund Stock Fund ----- ----------- ------ ------ -------- --------------- ASSETS Investments: Investments in securities of unaffiliated issuers, at fair value (Note 3): Common trust funds $16,961,738 $2,936,630 $ 8,649,676 $3,056,368 $2,320,002 $ (938) Investments in securities of affiliated issuers, at fair value (Note 6): Harley-Davidson, Inc. Common Stock 5,549,876 - - - - 5,549,876 Investments other than securities (Note 4): Guaranteed investment contracts, at contract value 2,800,000 - 2,800,000 - - - ----------- ---------- ----------- ---------- ---------- ---------- Total investments 25,311,614 2,936,630 11,449,676 3,056,368 2,320,002 5,548,938 Interest receivable 184,992 4 184,675 9 281 23 Contributions receivable: Company 355,571 41,344 143,767 47,281 36,255 86,924 Participants 59,478 7,514 25,531 7,954 6,143 12,336 ----------- ---------- ----------- ---------- ---------- ---------- 415,049 48,858 169,298 55,235 42,398 99,260 ----------- ---------- ----------- ---------- ---------- ---------- Net assets available for plan benefits $25,911,655 $2,985,492 $11,803,649 $3,111,612 $2,362,681 $5,648,221 =========== ========== =========== ========== ========== ==========
See accompanying notes. Holiday Rambler Corporation Employees' Retirement Plan Statement of Changes in Net Assets Available for Plan Benefits December 31, 1993 Harley- Diversified Growth Davidson, Inc. Inter- Equity MaGic+ Equity Balanced Common national Total Fund Fund Fund Fund Stock Fund Fund ----- ----------- ------ ------ -------- -------------- -------- Additions: Investments income: Net appreciation in fair value of investments (Note 3): $ 2,789,929 $ 333,926 $ 555,856 $ 418,781 $ 193,380 $1,287,986 - Interest and dividends 298,059 5,286 253,872 4,064 9,426 25,411 - ----------- ---------- ----------- ---------- ---------- ---------- ------ Net investment income 3,087,988 339,212 809,728 422,845 202,806 1,313,397 - Participant contributions 2,472,539 267,811 841,512 363,098 198,021 796,086 6,011 ----------- ---------- ----------- ---------- ---------- ---------- ------ 5,560,527 607,023 1,651,240 785,943 400,827 2,109,483 6,011 Deductions: Benefit and withdrawal payments (1,926,388) (242,066) (923,731) (205,470) (180,244) (374,877) - Administrative expenses (142,122) (16,116) (56,311) (18,229) (11,756) (39,710) - Net transfers in (out) - (110,396) (1,050,523) (280,495) (199,519) 1,640,933 - ----------- ---------- ----------- ---------- ---------- ---------- ------ (2,068,510) (368,578) (2,030,565) (504,194) (391,519) 1,226,346 - Net increase (decrease) 3,492,017 238,445 (379,325) 281,749 9,308 3,335,829 6,011 Net assets available for plan benefits at beginning of year 25,911,655 2,985,492 11,803,649 3,111,612 2,362,681 5,648,221 - ----------- ---------- ----------- ---------- ---------- ---------- ------ Net assets available for plan benefits at end of year $29,403,672 $3,223,937 $11,424,324 $3,393,361 $2,371,989 $8,984,050 $6,011 =========== ========== =========== ========== ========== ========== ======
See accompanying notes. Holiday Rambler Corporation Employees' Retirement Plan Statement of Changes in Net Assets Available for Plan Benefits December 31, 1992 Harley- Diversified Growth Davidson, Inc. Equity MaGic+ Equity Balanced Common Total Fund Fund Fund Fund Stock Fund ------ ------------- ------ ------ -------- -------------- Additions: Investments income: Net appreciation in fair value of investments (Note 3): $ 2,837,346 $ 224,178 $ 82,776 $ 435,653 $ 186,098 $1,908,641 Interest and dividends 836,854 46 809,400 49 25,785 1,574 ----------- ---------- ----------- ---------- ---------- ---------- Net investment income 3,674,200 224,224 892,176 435,702 211,883 1,910,215 Contributions: Company 355,571 41,344 143,767 47,281 36,255 86,924 Participants 2,249,506 313,470 956,623 335,356 281,516 362,541 ----------- ---------- ----------- ---------- ---------- ---------- 6,279,277 579,038 1,992,566 818,339 529,654 2,359,680 Deductions: Benefit and withdrawal payments (3,580,709) (446,762) (2,204,539) (360,238) (418,378) (150,792) Administrative expenses (148,058) (19,882) (72,579) (18,185) (17,491) (19,921) Net transfers in (out) - (791,823) (459,140) 38,285 (360,640) 1,573,318 ----------- ---------- ----------- ---------- ---------- ---------- (3,728,767) (1,258,467) (2,736,258) (340,138) (796,509) 1,402,605 ----------- ---------- ----------- ---------- ---------- ---------- Net increase (decrease) 2,550,510 (679,429) (743,692) 478,201 (266,855) 3,762,285 ----------- ---------- ----------- ---------- ---------- ---------- Net assets available for plan benefits at beginning of year 23,361,145 3,664,921 12,547,341 2,633,411 2,629,536 1,885,936 ----------- ---------- ----------- ---------- ---------- ---------- Net assets available for plan benefits at end of year $25,911,655 $2,985,492 $11,803,649 $3,111,612 $2,362,681 $5,648,221 =========== ========== =========== ========== ========== ==========
See accompanying notes. Holiday Rambler Corporation Employees' Retirement Plan Notes to Financial Statements December 31, 1993 1. Plan Description General The Holiday Rambler Corporation Employees' Retirement Plan (the Plan) is a contributory defined contribution plan that covers substantially all employees of Holiday Rambler Corporation (the Company), which is a wholly owned subsidiary of Harley Davidson, Inc. Participants should refer to the Plan document for a complete description of the Plan. Company and Participant Contributions Participants may elect to have up to 16%, up to a limit of $8,994, of their compensation contributed to the Plan on a tax-deferred basis under Section 401(k) of the Internal Revenue Code. These contributions are excluded from the participant's current wages for federal income tax purposes. No federal income tax is paid on the tax-deferred contributions and earnings thereon until they are withdrawn from the Plan by the participant. Matching Company contributions are made equal to 100% of the participant deferral contributions up to 3% of participant compensation, net of forfeitures, provided the Company is not in a negative retained earnings position. In the event the Company has negative retained earnings, the Company, at its discretion, may make a matching employer contribution in such amounts as the Company shall determine. The Company, at its discretion, also may make matching contributions in excess of 3% of participant compensation for any plan year in which the Company has net income. Allocation to Participant Accounts Separate account balances are maintained for each participant and adjusted periodically for the following: (a) Monthly for Company and participant contributions. (b) Monthly for benefit and withdrawal payments. (c) Monthly for investment fund earnings in proportion to the separate account balances as of the current month-end. 1. Plan Description (continued) Vesting Participants eligible to participate prior to January 1, 1991, are vested 100% in the balance of their account attributable to Company contributions. Participants eligible to participate on or after January 1, 1991, vest 20% per year of service in the balance of their account attributable to Company contributions. Participants are always 100% vested in the balance of their account attributable to their contributions. Forfeitures are used to reduce Company contributions. There were no forfeitures in 1993 or 1992. Withdrawals Upon normal retirement at or after age 65; death or disability, if earlier; or termination of employment (regarding vested benefits), the balance in the participant's account is paid to the participant or the participant's beneficiary either in a lump sum, in installments over a fixed period, or by transfer to another qualified plan. Investment Provisions In accordance with Plan provisions, participants may direct their contributions, and the corresponding Company contributions, to be invested in any of the following funds (either solely in one fund or in a combination of funds): MaGic+ Fund, Diversified Equity Fund, Growth Equity Fund, Balanced Fund, International Fund, and Harley-Davidson, Inc. Common Stock Fund. Administrative Expenses The Plan pays for substantially all of the Plan's administrative expenses. Expenses not paid by the Plan are paid by the Company. 1. Plan Description (continued) Income Tax Status The Internal Revenue Service informed the Company on February 14, 1986, that the Plan is qualified under Section 401(a) of the Internal Revenue Code (the Code). As such, the Plan is exempt from federal income taxes under the provisions of Section 501(a) of the Code. The Company has filed for an income tax determination letter with the Internal Revenue Service for subsequent plan amendments. The Company is not aware of any course of action or series of events that have occurred that might adversely affect the Plan's qualified status. 2. Summary of Significant Accounting Policies Investments Investments in common trust funds are valued at fair value, determined by using the quoted redemption prices reported by the trustee on the last business day of the year. The Plan's investment in Harley-Davidson, Inc. common stock is valued at fair value by using its quoted market price reported on the last business day of the year. Certificates of deposit are valued at par value, which approximates cost. Guaranteed investment contracts are valued at contract value as reported by the insurance company. Contract value represents contributions made under the contract, plus interest at the contract rate, less funds used to pay benefits and expenses. Contributions Participant contributions are recorded in the period the participant incurs the salary reduction. Company contributions are accrued in the period in which they become obligations of the Company in accordance with terms of the Plan. 3. Investments The Plan's investments, except for its unallocated insurance contracts (see Note 4), are held by Society National Bank, Indiana (the Trustee) and Society Trust Company, N.A. under a trust agreement effective October 21, 1985. During 1993 and 1992, investments held by the Plan (including investments bought, sold, as well as held during the year) appreciated in fair value as follows (as determined by reference to quoted market prices as discussed in Note 2): Net Appreciation in Fair Value Year ended December 31 1993 1992 ---- ---- Common trust funds $1,501,943 $ 928,705 Harley-Davidson, Inc. common stock 1,287,986 1,908,641 ---------- ---------- $2,789,929 $2,837,346 ========== ========== The fair value of individual investments that represent 5% or more of the Plan's net assets are as follows: December 31 1993 1992 ---- ---- Common trust funds: Society Retirement Trust MAGIC Fund $8,745,394 $8,907,547 Society Employee Benefits - Value Stock Fund 3,221,256 3,905,850 Society Employee Benefits - Balanced Fund 2,369,670 - Society Employee Benefits - Special Value Fund 3,295,501 - Society Employee Benefits - Small Capitalization Value Fund - 3,266,228 Harley-Davidson, Inc. common stock 8,906,631 5,549,876 4. Insurance Company Contracts The contract values of insurance company contracts owned by the Plan are summarized as follows: December 31 1993 1992 ---- ---- Guaranteed investment contracts: Confederated Life, due May 25, 1993, 9.4% $ - $ 300,000 Confederated Life, due March 22, 1994, 10.05% 1,000,000 1,000,000 John Alden Life, due July 11, 1994, 8.75% 500,000 500,000 Hartford Life, due March 23, 1995, 10% 500,000 500,000 John Alden Life, due May 16, 1996, 9.38% 500,000 500,000 ---------- ---------- $2,500,000 $2,800,000 ========== ========== The guaranteed investment contracts are subject to restrictions on early withdrawal that include varying early withdrawal penalties. 5. Plan Termination While the Company has not expressed any intent to terminate the Plan, it is free to do so at any time. In the event of termination, each participant automatically becomes vested to the extent of the balance in his account. 6. Transactions with Parties-In-Interest The following Harley-Davidson, Inc. common stock transactions occurred during the years ended December 31, 1993 and 1992: 1993 1992 ---- ---- Shares held at beginning of year 147,505 41,952 Shares purchased 72,609 68,902 Shares received in stock split - 42,770 Shares sold (14,685) (5,187) Distributions and other (3,579) (932) ------- ------- Shares held at end of year 201,850 147,505 ======= ======= All purchase and sale transactions were executed at market value on the transaction dates. The Plan received dividends of $23,720 on common stock in 1993. The Plan did not receive any dividends on the common stock in 1992. Supplemental Schedules Holiday Rambler Corporation Employees' Retirement Plan Assets Held for Investment December 31, 1993 Current Description Shares Cost Value ------ ---- ------- Unaffiliated issuers: Common trust funds: Society Employee Benefits- Value Stock Fund 318,936 $ 3,189,737 $ 3,221,256 Society Retirement Trust- MAGIC Fund 8,117,104 8,146,987 8,745,394 Society Employee Benefits- Balanced Fund 230,494 2,365,960 2,369,670 Society Employee Benefits- Small Capitalization Value Fund 320,263 100,525 93,014 Society Employee Benefits- International Fund 496 6,011 6,011 Society Employee Benefits- Money Market Fund 91,571 91,571 91,571 Society Employee Benefits- Special Value Fund 9,301 3,202,857 3,295,501 Affiliated issuer: Harley-Davidson, Inc. Common Stock 201,850 5,478,123 8,906,631 ----------- ----------- Total securities 22,581,771 26,729,048 Guaranteed investment contracts: Confederated Life, due March 22, 1994, 10.05% 1,000,000 1,000,000 1,000,000 John Alden Life, due July 11, 1994, 8.75% 500,000 500,000 500,000 Hartford, due March 22, 1995, 10% 500,000 500,000 500,000 John Alden Life, due May 16, 1996, 9.38% 500,000 500,000 500,000 ----------- ----------- 2,500,000 2,500,000 ----------- ----------- Total Investments $25,081,771 $29,229,048 =========== =========== Holiday Rambler Corporation Employees' Retirement Plan Transactions or Series of Transactions in Excess of 5 Percent of the Current Value of Plan assets Year ended December 31, 1993 Number of Number of Cost of Proceeds Purchase Sales Purchases From Sales Cost of Gain Description Transactions Transactions During the Year During the Year Sales** On Disposals** ------------ ------------ --------------- --------------- ------- -------------- Category(iii)--Series of transactions: Society Employee Benefits- Money Market Fund 242 258 $10,368,472* $10,381,323* $10,381,323 - Society Retirement Trust- MAGIC Fund 58 42 1,520,197 2,195,500 2,195,500 - Society Employee Benefits Balanced Fund 77 77 6,493,429* 6,272,357* 5,801,194 471,163 Society Employee Benefits- Value Stock Fund 57 28 3,746,729* 3,792,884* 2,562,814 1,230,070 Society Employee Benefits- Small Capitalization Value Fund 46 28 462,177 3,746,173* 2,638,690 1,107,483 Harley-Davidson, Inc. Common Stock 47 3 2,778,834* 577,462 386,193 191,269 Society Employee Benefits Special Value 9 1 3,336,605* 136,555 133,748 2,807
There were no Category (ii) or (iv) reportable transactions during 1993. * Includes a single reportable transaction [i.e., Category (i)] greater than 5 percent of plan assets. ** Based on historical cost Exhibit 24 CONSENT OF ERNST & YOUNG, INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 33-35311) pertaining to the Holiday Rambler Corporation Employees' Retirement Plan (the Plan) of our report dated May 20, 1994, with respect to the financial statements and schedules of the Plan included in this Annual Report (Form 11-K) for the year ended December 31, 1993. ERNST & YOUNG Milwaukee, Wisconsin June 24, 1994 -----END PRIVACY-ENHANCED MESSAGE-----