-----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, MjAQS/Hgx/BtZjgZD0n/a52bH3nbI4nE34wJRinvfLhq+H6z6ppnHBuTKCwjuM4z cPopC6JklOefVLyPmYbWXA== 0000793952-95-000010.txt : 199506290000793952-95-000010.hdr.sgml : 19950629 ACCESSION NUMBER: 0000793952-95-000010 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19941231 FILED AS OF DATE: 19950628 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: HARLEY DAVIDSON INC CENTRAL INDEX KEY: 0000793952 STANDARD INDUSTRIAL CLASSIFICATION: MOTORCYCLES, BICYCLES & PARTS [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: 95550225 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, 1994 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 33-35311 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: HOLIDAY RAMBLER 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 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 23. 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 Employees' Retirement Plan Date: June 27, 1995 By: /S/ John H. Campbell, Jr. John H. Campbell, Jr. Member of the Retirement Plan Committee Holiday Rambler Employees' Retirement Plan Financial Statements and Supplemental Schedules Years ended December 31, 1994 and 1993 CONTENTS Report of Independent Auditors . . . . . . . . . . . . . . . . . . . . . . . 5 Financial Statements Statements of Net Assets Available for Plan Benefits . . . . . . . . . . . 6-7 Statements of Changes in Net Assets Available for Plan Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8-9 Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . . . 10-14 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 A schedule of party-in-interest transactions has not been presented because there were no party-in-interest transactions that are prohibited by ERISA Section 406 and for which there is not statutory or administrative exemption. Report of Independent Auditors Holiday Rambler LLC Employees' Retirement Plan Committee We have audited the accompanying statements of net assets available for plan benefits of Holiday Rambler Employees' Retirement Plan (the Plan) as of December 31, 1994 and 1993, 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, 1994 and 1993, 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, 1994, 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 Fund Information in the statement of net assets available for plan benefits and the statement of changes in net assets available for plan benefits is presented for purposes of additional analysis rather than to present the net assets available for plan benefits and changes in net assets available for plan benefits of each fund. The supplemental schedules and Fund Information have been subjected to the auditing procedures applied in our audit of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. Milwaukee, Wisconsin ERNST & YOUNG LLP May 11, 1995 Holiday Rambler Employees' Retirement Plan Statement of Net Assets Available for Plan Benefits December 31, 1994 Harley- Diversified Growth Davidson, Inc. Participant Equity MaGic+ Equity Balanced Common International Loan Total Fund Fund Fund Fund Stock Fund Fund Fund ASSETS Investments: Investments in securities of unaffiliated issuers, at fair value (Note 3): Common trust funds $16,397,677$2,207,722 $8,398,304 $2,329,470 $1,772,167 $ 90,796$1,599,218 $ - Investments in securities of affiliated issuers, at fair value (Note 6): Harley-Davidson, Inc. Common Stock 13,876,436 - - - - 13,876,436 - - Participant Loans 1,818,632 - - - - - - 1,818,632 Investments other than securities (Note 4): Guaranteed investment contracts, at contract value 1,000,000 - 1,000,000 - - - - - Total investments 33,092,745 2,207,722 9,398,304 2,329,470 1,772,167 13,967,232 1,599,218 1,818,632 Employers contribution receivable 1,394,956 108,507 412,773 111,860 83,837 569,623 108,356 - Accrued interest and dividends 68,925 9 68,393 16 8 484 15 - Total Assets 34,556,626 2,316,238 9,879,470 2,441,346 1,856,012 14,537,339 1,707,589 1,818,632 LIABILITIES Accounts payable 85,604 8,211 4,006 1,260 2,076 66,661 7,604 (4,214) Net assets available for plan benefits $34,471,022$2,308,027 $9,875,464 $2,440,086 $1,853,936 $14,470,678$1,699,985 $1,822,846
See accompanying notes. Holiday Rambler Employees' Retirement Plan Statement of Net Assets Available for Plan Benefits December 31, 1993 Harley- Diversified Growth Davidson, Inc. Equity MaGic+ Equity Balanced Common International 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 Employees' Retirement Plan Statement of Changes in Net Assets Available for Plan Benefits December 31, 1994 Harley- Diversified Growth Davidson, Inc. Participant Equity MaGic+ Equity Balanced Common International Loan Total Fund Fund Fund Fund Stock Fund Fund Fund Additions: Investment income (loss): Net appreciation (depreciation) in fair value of investments (Note 3): $ 2,788,741 $ (62,815)$ 526,290 $ 13,589 $ (124,725)$ 2,407,374 $ 29,028 $ - Interest and dividends 526,629 77,133 148,626 47,559 92,894 69,672 4,086 86,659 Net investment income (loss) 3,315,370 14,318 674,916 61,148 (31,831) 2,477,046 33,114 86,659 Contributions: Employer 1,394,956 108,507 412,773 111,860 83,837 569,623 108,356 - Participant 3,220,563 319,518 851,425 323,212 235,346 1,194,479 296,583 - 4,615,519 428,025 1,264,198 435,072 319,183 1,764,102 404,939 - Total additions 7,930,889 442,343 1,939,114 496,220 287,352 4,241,148 438,053 86,659 Deductions: Benefit and withdrawal payments (2,703,741) (218,435) (1,084,377) (224,973) (143,817) (928,532) (36,461) (67,146) Administrative expenses (159,798) (22,211) (55,092) (22,420) (16,027) (39,561) (4,487) - Net transfers in (out) - (1,117,607) (2,348,505)(1,202,102) (645,561) 2,213,573 1,296,869 1,803,333 Total deductions (2,863,539)(1,358,253) (3,487,974)(1,449,495) (805,405) 1,245,480 1,255,921 1,736,187 Net increase (decrease) 5,067,350 (915,910) (1,548,860) (953,275) (518,053) 5,486,628 1,693,974 1,822,846 Net assets at beginning of year 29,403,672 3,223,937 11,424,324 3,393,361 2,371,989 8,984,050 6,011 - Net assets available for plan benefits at end of year $34,471,022 $2,308,027 $ 9,875,464 $2,440,086 $1,853,936 $14,470,678 $1,699,985 $1,822,846
See accompanying notes. Holiday Rambler Employees' Retirement Plan Statement of Changes in Net Assets Available for Plan Benefits December 31, 1993 Harley- Diversified Growth Davidson, Inc. Equity MaGic+ Equity Balanced Common International Total Fund Fund Fund Fund Stock Fund Fund Additions: Investment 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 Total additions 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 - Total deductions (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 Employees' Retirement Plan Notes to Financial Statements December 31, 1994 1. PLAN DESCRIPTION GENERAL The Holiday Rambler Employees' Retirement Plan (the "Plan") is a contributory defined contribution plan that covers substantially all employees of Holiday Rambler LLC (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 $9,240, 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. There were no discretionary Company contributions made in 1994 or 1993. PARTICIPANT ACCOUNTS Each participant's account is credited with the participant's contribution, the related Company contribution and earnings thereon. The account is charged for benefit payments. Forfeitures of terminated participants' nonvested accounts revert to the Company to be used to reduce future contributions. Funds in a participant's account can be invested, at the direction of the participant, in any of the following funds: MaGic+ Fund, Diversified Equity Fund, Growth Equity Fund, Balanced Fund, International Fund, and Harley-Davidson, Inc. Common Stock Fund. 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. BENEFIT PAYMENTS AND 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. Withdrawals are also permitted for financial hardship. Eligible employees may take out a loan to the lesser of $50,000 or 50% of their vested benefits. Any such loan shall be repaid, with interest, over a period not to exceed five years unless the loan is used to purchase a principal residence. 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 May 1, 1995, 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 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. Participant loans are valued at the unpaid principal balance. 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 1994 and 1993, investments held by the Plan (including investments bought, sold, as well as held during the year) appreciated in fair value as follows: NET APPRECIATION IN FAIR VALUE YEAR ENDED DECEMBER 31 1994 1993 Common trust funds $ 381,367 $1,501,943 Harley-Davidson, Inc. common stock 2,407,374 1,287,986 $2,788,741 $2,789,929 The fair value of individual investments that represent 5% or more of the Plan's net assets are as follows: DECEMBER 31 1994 1993 Victory Retirement Trust - MaGic+ Fund $8,398,304 $8,745,394 Victory Employee Benefits - Value Stock Fund 2,207,722 3,221,256 Victory Employee Benefits - Balanced Fund 1,770,251 2,369,670 Victory Employee Benefits - Special Value Fund 2,230,203 3,295,501 Victory Employee Benefits - International Fund 1,591,614 - Harley-Davidson, Inc. Common Stock 13,876,436 8,906,631 4. INSURANCE COMPANY CONTRACTS The contract values of insurance company contracts owned by the Plan are summarized as follows: DECEMBER 31 1994 1993 Guaranteed investment contracts: Confederated Life, due March 22, 1994, 10.05% $ - $1,000,000 John Alden Life, due July 11, 1994, 8.75% - 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 $1,000,000 $2,500,000 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, 1994 and 1993: 1994 1993 Shares held at beginning of year 201,850 147,505 Shares purchased 124,642 72,609 Shares received in stock split 221,983 - Shares sold (48,051) (14,685) Distributions and other (4,837) (3,579) Shares held at end of year 495,587 201,850 All purchase and sale transactions were executed at market value on the transaction dates. The Plan received dividends of $60,694 on common stock in 1994 and $23,720 in 1993. Holiday Rambler Employees' Retirement Plan Assets Held for Investment December 31, 1994 Current Description Shares Cost Value Unaffiliated issuers: Common trust funds: Victory Employee Benefits- Value Stock Fund 227,600 $ 2,273,898 $ 2,207,722 Victory Retirement Trust- MaGic+ Fund 829,904 8,300,550 8,398,304 Victory Employee Benefits- Balanced Fund 187,130 1,861,296 1,770,251 Victory Employee Benefits- Small Capitalization Value Fund 1,301 100,525 98,177 Victory Employee Benefits- International Fund 34,768 1,666,775 1,591,614 Victory Employee Benefits- Money Market Fund 101,406 101,406 101,406 Victory Employee Benefits- Special Value Fund 217,793 2,189,491 2,230,203 16,493,941 16,397,677 Affiliated issuer: Harley-Davidson, Inc. Common Stock 495,587 8,875,113 13,876,436 Unallocated insurance contracts: 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 1,000,000 1,000,000 Participant loans 1,818,632 1,818,632 1,818,632 Total Investments $28,187,686 $33,089,745
Holiday Rambler Employees' Retirement Plan Transactions or Series of Transactions in Excess of 5 Percent of the Current Value of Plan assets Year ended December 31, 1994 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: Victory Employee Benefits- Money Market Fund 475 496 $ 9,071,692 $ 9,061,857 $ 9,061,857$ - Victory Retirement Trust- MaGic+ Fund 74 131 11,505,466 12,378,845 11,351,903 1,026,942 Victory Employee Benefits- Balanced Fund 73 111 465,779 1,940,472 970,443 (29,971) Victory Employee Benefits- Value Stock Fund 60 129 432,096 1,382,815 1,347,935 34,880 Victory Employee Benefits- International Fund 118 75 2,432,866 876,291 772,102 104,189 Harley-Davidson, Inc. Common Stock 151 76 4,781,483 2,185,293 1,384,493 800,800 Victory Employee Benefits- Special Value 70 127 471,134 1,544,858 1,484,500 60,358 There were no Category (i), (ii) or (iv) reportable transactions during 1994. *Based on historical cost
EX-23 2 Exhibit 23 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 33-35311) pertaining to the Holiday Rambler Employees' Retirement Plan (the Plan) of our report dated May 11, 1995, 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, 1994. ERNST & YOUNG LLP Milwaukee, Wisconsin June 28, 1995 -----END PRIVACY-ENHANCED MESSAGE-----