-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, N9lhaoHrkvh6yNChufOp0m7fvRsBT/SgiLkI9rA56raTIkkH5urJIrazDWXK/ajk oENyFxGToi0+wUN7CM4SRA== 0000897069-98-000258.txt : 19980505 0000897069-98-000258.hdr.sgml : 19980505 ACCESSION NUMBER: 0000897069-98-000258 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19980504 EFFECTIVENESS DATE: 19980504 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: S-8 SEC ACT: SEC FILE NUMBER: 333-51741 FILM NUMBER: 98609388 BUSINESS ADDRESS: STREET 1: 3700 W JUNEAU AVE CITY: MILWAUKEE STATE: WI ZIP: 53208 BUSINESS PHONE: 4143424680 S-8 1 HARLEY-DAVIDSON, INC. Registration No. 333-_____ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ___________________________ FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 __________________ HARLEY-DAVIDSON, INC. (Exact name of registrant as specified in its charter) Wisconsin 39-1382325 (State or other jurisdiction (I.R.S. Employer of incorporation or Identification No.) organization) 3700 West Juneau Avenue Milwaukee, Wisconsin 53208 (Address of principal executive offices) (Zip Code) Harley-Davidson, Inc. 1998 Director Stock Plan (Full title of the plan) Gail A. Lione Vice President, General Counsel and Secretary Harley-Davidson, Inc. 3700 West Juneau Avenue Milwaukee, Wisconsin 53208 (414) 343-4680 (Name, address and telephone number, including area code, of agent for service) __________________________ CALCULATION OF REGISTRATION FEE Proposed Proposed Title of Maximum Maximum Securities Amount Offering Aggregate Amount of to be to be Price Offering Registration Registered Registered(1) Per Share Price Fee Common Stock, 100,000 shares $33.50(2) $3,350,000(2) $988.25 $.01 par value Preferred Stock 12,500 rights (3) (3) (3) Purchase Rights (1) Pursuant to Rule 416(a) under the Securities Act of 1933, this Registration Statement also covers an indeterminate number of additional shares of Common Stock that may become issuable as a result of stock splits, stock dividends, or similar transactions pursuant to the anti-dilution provisions of the 1998 Director Stock Plan. (2) Estimated pursuant to Rule 457(c) under the Securities Act of 1933 solely for the purpose of calculating the registration fee based on the average of the high and low prices for Harley- Davidson, Inc. Common Stock on the New York Stock Exchange on April 27, 1998. (3) The value attributable to the Preferred Stock Purchase Rights is reflected in the market price of the Common Stock to which the Rights are attached. ________________________________ PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS The document or documents containing the information specified in Part I are not required to be filed with the Securities and Exchange Commission (the "Commission") as part of this Form S-8 Registration Statement. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents filed by Harley-Davidson, Inc. (the "Company") with the Commission are hereby incorporated herein by reference: 1. The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1997. 2. All other reports filed since December 31, 1997 by the Company pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended. 3. The description of the Company's Common Stock and Preferred Stock Purchase Rights contained in Item 4 of the Registration of Securities of Certain Successor Issuers on Form 8-B, dated June 21, 1991 (File No. 1-8193), including any amendment or report filed for the purpose of updating such description. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, after the date of filing of this Registration Statement and prior to such time as the Company files a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Item 4. Description of Securities. Not applicable. Item 5. Interests of Named Experts and Counsel. Not applicable. Item 6. Indemnification of Directors and Officers. The Harley-Davidson, Inc. 1998 Director Stock Plan (the "Plan") provides that, in addition to such other rights of indemnification as they may have as members of the Board of Directors of the Company (the "Board"), or the Human Resources Committee of the Board (the "Committee"), the members of the Committee and the Board shall be indemnified by the Company against all costs and expenses reasonably incurred by them in connection with any action, suit or proceeding to which they or any of them may be party by reason of any action taken or failure to act in connection with the adoption, administration, amendment or termination of the Plan, and against all amounts paid by them in settlement thereof (provided such settlement is approved by independent legal counsel selected by the Company) or paid by them in satisfaction of a judgment in any such action, suit or proceeding, except a judgment based upon a finding of bad faith; provided that upon the institution of any such action, suit or proceeding a Committee or Board member shall, in writing, give the Company notice thereof and an opportunity, at its own expense, to handle and defend the same before such Committee or Board member undertakes to handle and defend it on such member's own behalf. Article V of the Company's By-Laws requires that the Company shall, to the fullest extent permitted or required by Sections 180.0850 to 180.0859, inclusive, of the Wisconsin Business Corporation Law, including any amendments thereto (but in the case of any such amendment, only to the extent such amendment permits or requires the corporation to provide broader indemnification rights than prior to such amendment), indemnify its Directors and Officers against any and all liabilities, and advance any and all reasonable expenses, incurred thereby in any proceedings to which any such Director or Officer is a party because he or she is or was a Director or Officer of the Company. The Company shall also indemnify an employee who is not a Director or Officer, to the extent that the employee has been successful on the merits or otherwise in defense of a proceeding, for all expenses incurred in the proceeding if the employee was a party because he or she is or was an employee of the Company. The rights to indemnification granted under the By-Laws shall not be deemed exclusive of any other rights to indemnification against liabilities or the advancement of expenses which a Director, Officer or employee may be entitled under any written agreement, Board resolution, vote of shareholders, the Wisconsin Business Corporation Law or otherwise. The Company may, but shall not be required to, supplement the foregoing rights to indemnification against liabilities and advance of expenses under this paragraph by the purchase of insurance on behalf of any one or more of such Directors, Officers or employees, whether or not the Company would be obligated to indemnify or advance expenses to such Director, Officer or employee under this paragraph. All capitalized terms used in this paragraph and not otherwise defined herein shall have the meaning set forth in Section 180.0850 of the Wisconsin Business Corporation Law. The Company maintains a liability insurance policy for its directors and officers as permitted by Wisconsin law which may extend to, among other things, liability arising under the Securities Act of 1933, as amended. Item 7. Exemption from Registration Claimed. Not Applicable. Item 8. Exhibits. The exhibits filed herewith or incorporated herein by reference are set forth in the attached Exhibit Index. Item 9. Undertakings. (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended; (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Securities and Exchange Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended, that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Milwaukee, State of Wisconsin, on May 2, 1998. HARLEY-DAVIDSON, INC. By: /s/ Jeffrey L. Bleustein Jeffrey L. Bleustein President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below as of May 2, 1998, by the following persons in the capacities indicated. Each person whose signature appears below constitutes and appoints James M. Brostowitz and James L. Ziemer, and each of them individually, his or her attorneys-in- fact and agents, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to the Registration Statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Signatures Title /s/ Jeffrey L. Bleustein President, Chief Executive Officer Jeffrey L. Bleustein and Director (Principal Executive Officer) /s/ James L. Ziemer Vice President and Chief Financial James L. Ziemer Officer (Principal Financial Officer) /s/ James M. Brostowitz Vice President, Controller and James M. Brostowitz Treasurer (Principal Accounting Officer) /s/ Richard F. Teerlink Chairman of the Board and Director Richard F. Teerlink /s/ Barry K. Allen Director Barry K. Allen /s/ Richard I. Beattie Director Richard I. Beattie /s/ Richard J. Hermon-Taylor Director Richard J. Hermon-Taylor /s/ Donald A. James Director Donald A. James /s/ Richard G. LeFauve Director Richard G. LeFauve /s/ Sara L. Levinson Director Sara L. Levinson /s/ James A. Norling Director James A. Norling EXHIBIT INDEX Harley-Davidson, Inc. 1998 Director Stock Plan Exhibit No. Exhibit (4.1) Harley-Davidson, Inc. 1998 Director Stock Plan. (4.2) Form of Rights Agreement between the Registrant and Firstar Trust Company (incorporated by reference hereinto Exhibit 4.6 to the Registrant's Quarterly Report on Form 10-Q for the period ended September 30, 1990 (File No. 1- 9183)). (4.3) Amendment to Rights Agreement dated as of June 21, 1991 (incorporated by reference herein to Exhibit 4.8 to the Registrant's Registration Statement on Form 8-B, dated June 24, 1991 (File No. 1-9183)). (4.4) Amendment to Rights Agreement dated as of August 23, 1995 (incorporated by reference herein to Exhibit 4 to the registrant's Quarterly Report on Form 10-Q for the period ended September 24, 1995 (File No. 1-9183)). (5) Opinion of Foley & Lardner (23.1) Consent of Ernst & Young LLP (23.2) Consent of Foley & Lardner (contained in Exhibit (5) hereto) EX-4.1 2 HARLEY-DAVIDSON, INC. 1998 DIRECTOR STOCK PLAN ARTICLE I Purpose The purpose of the Harley-Davidson, Inc. 1998 Director Stock Plan is to provide favorable opportunities for non-employee directors of Harley-Davidson, Inc. to purchase shares of Common Stock of Harley- Davidson, Inc., or to benefit from the appreciation thereof. Such opportunities should provide an increased incentive for these directors to contribute to the future success and prosperity of Harley-Davidson, Inc., thus enhancing the value of the stock for the benefit of the shareholders, and increase the ability of Harley-Davidson, Inc. to attract and retain individuals of exceptional skill upon whom, in large measure, its sustained growth and profitability depend. ARTICLE II Definitions The following capitalized terms used in the Plan shall have the respective meanings set forth in this Article: 2.1. Annual Retainer Fee: The annual retainer fee then in effect for service on the Board as voted by the Board, exclusive of any Board or committee meeting fees. 2.2. Board: The Board of Directors of the Company. 2.3. Code: The Internal Revenue Code of 1986, as amended. 2.4. Committee: The Human Resources Committee of the Board; provided that if any member of the Human Resources Committee is not a Disinterested Person, the Committee shall be comprised of only those members of the Human Resources Committee who are Disinterested Persons. 2.5. Common Stock: The common stock of the Company. 2.6. Company: Harley-Davidson, Inc. 2.7. Disinterested Persons: Non-employee directors within the meaning of Rule 16b-3 as promulgated under the Securities Exchange Act of 1934, as amended. 2.8. Fair Market Value: The average of the high and low reported sales prices of Common Stock on the New York Stock Exchange Composite Tape on the date for which fair market value is being determined. 2.9. Option: A stock option granted under the Plan. 2.10. Option Price: The purchase price of a share of Common Stock under an Option. 2.11. Optionee: A person who has been granted one or more Options. 2.12. Outside Director: Each member of the Board who is not also an employee of the Company or any Subsidiary (including members of the Committee). 2.13. Plan: The Harley-Davidson, Inc. 1998 Director Stock Plan. 2.14. Share Election: An election by an Outside Director to receive 50% or 100% of his or her Annual Retainer Fee to be paid in each calendar year in the form of Common Stock. 2.14. Subsidiary: A corporation, limited, partnership, general partnership, limited liability company, business trust or other entity of which more than fifty percent (50%) of the voting power or ownership interest is directly and/or indirectly held by the Company. 2.15. Termination Date: The day preceding the tenth anniversary of the date on which the Option is granted. ARTICLE III Administration 3.1. The Committee: The Committee shall administer the Plan and shall have full power to construe and interpret the Plan, establish and amend rules and regulations for its administration, and perform all other acts relating to the Plan, including the delegation of administrative responsibilities, which it believes reasonable and proper. 3.2. Actions Final: Any decision made, or action taken, by the Committee arising out of or in connection with the interpretation and administration of the Plan shall be final and conclusive. ARTICLE IV Shares Subject to the Plan 4.1. The total number of shares of Common Stock available for delivery under the Plan shall be 100,000. The foregoing amount shall be subject to adjustment in accordance with Article VIII of the Plan. If an Option or portion thereof shall expire, be canceled or terminate for any reason without having been exercised in full, the unpurchased shares covered by such Options shall be available for future grants of Options. Shares of Common Stock to be delivered under the Plan shall be made available solely from authorized and issued shares of Common Stock reacquired and held as treasury shares. In no event shall the Company be required to deliver fractional shares of Common Stock under the Plan. Whenever under the terms of the Plan a fractional share of Common Stock would otherwise be required to be delivered, there shall be delivered in lieu thereof one full share of Common Stock. ARTICLE V Eligibility 5.1. Only Outside Directors shall be entitled to participate in the Plan. ARTICLE VI Options 6.l. Option Grants: Each Outside Director who serves as a member of the Board immediately following an annual meeting of shareholders of the Company shall automatically be granted on the first business day after such meeting (the "Grant Date") an Option for the purchase of such number of shares of Common Stock (rounded up to the nearest multiple of 100) whose Fair Market Value on the Grant Date shall equal the Optionee's Annual Retainer Fee. Each such Option shall be in addition to, and not in lieu of, the Optionee's Annual Retainer Fee. 6.2. Option Agreements: All Options shall be evidenced by written agreements executed by the Company. Such options shall be subject to the applicable provisions of the Plan, and shall contain such provisions as are required by the Plan and any other provisions the Committee may prescribe. All agreements evidencing Options shall specify the total number of shares subject to each grant, the Option Price and the Termination Date. 6.3. Option Price: The Option Price shall be the Fair Market Value of a share of Common Stock on the Grant Date. 6.4. Period of Exercise: Options shall be exercisable from and after the Grant Date and shall terminate one year after the Optionee ceases to serve as a member of the Board for any reason, except that as to any Optionee who is removed from the Board for cause in accordance with the Company's Restated Articles of Incorporation, the Options held by the Optionee shall terminate immediately on such removal. In any event, no Option or portion thereof shall be exercisable after the Termination Date. 6.5. Manner of Exercise and Payment: An Option, or portion thereof, shall be exercised by delivery of a written notice of exercise to the Company and payment of the full price of the shares being purchased pursuant to the Option. An Optionee may exercise an Option with respect to less than the full number of shares for which the Option may then be exercised, but an Optionee must exercise the Option in full shares of Common Stock. The price of Common Stock purchased pursuant to an Option, or portion thereof, may be paid: a. in United States dollars in cash or by check, bank draft or money order payable to the order of the Company, b. through the delivery of shares of Common Stock with an aggregate Fair Market Value on the date of exercise equal to the Option Price, c. by delivery (including by fax) to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions to a broker-dealer to sell or margin a sufficient portion of the shares of Common Stock and deliver the sale or margin loan proceeds directly to the Company to pay for the exercise price, or d. by any combination of the above methods of payment. The Committee shall determine acceptable methods for tendering Common Stock as payment upon exercise of an Option and may impose such limitations and prohibitions on the use of Common Stock to exercise an Option as it deems appropriate, including, without limitation, any limitation or prohibition designed to avoid certain accounting consequences which may result from the use of Common Stock as payment upon exercise of an Option. 6.6. Nontransferability of Options: Except as may be otherwise provided by the Committee, each Option shall, during the Optionee's lifetime, be exercisable only by the Optionee and neither it nor any right hereunder shall be transferable otherwise than by will or the laws of descent and distribution or be subject to attachment, execution or other similar process. In the event of any attempt by the Optionee to alienate, assign, pledge, hypothecate or otherwise dispose of an Option or of any right hereunder, except as provided for herein, or in the event of any levy or any attachment, execution or similar process upon the rights or interest hereby conferred, the Company may terminate the Option by notice to the Optionee and the Option shall thereupon become null and void. ARTICLE VII Share Election 7.1. Election: At any time or from time to time each Outside Director may make a Share Election. The Share Election (i) must be in writing and delivered to the Secretary of the Company, (ii) shall be effective commencing on the date the Secretary receives the Share Election or such later date as may be specified in the Share Election, and (iii) shall remain in effect unless modified or revoked by a subsequent Share Election in accordance with the provisions hereof. If an Outside Director has not made a Share Election, the Director will be deemed to have elected to receive 0% of his or her Annual Retainer Fee in the form of Common Stock. 7.2 Transfer of Shares: Shares of Common Stock issuable to an Outside Director pursuant to a Share Election shall be transferred to such Outside Director as of the first business day following each annual meeting of the shareholders of the Company. The total number of shares of Common Stock to be so transferred shall be determined by dividing (x) the dollar amount of the Annual Retainer Fee payable for the applicable year to which the Share Election applies, by (y) the Fair Market Value of a share of Common Stock on the first business day following each annual meeting of the shareholders of the Company. 7.3 Annual Retainer Fee Deferral: Notwithstanding Section 7.1, if an Outside Director has elected to defer receipt of some or all of his or her Annual Retainer Fee, no Share Election that conflicts with the election to defer receipt will be effective until such time as the election to defer receipt is no longer in conflict with the Share Election. ARTICLE VIII Adjustments 8.1. If (a) the Company shall at any time be involved in a merger or other transaction in which the Common Stock is changed or exchanged; or (b) the Company shall declare a dividend payable in, or shall subdivide or combine, its Common Stock; or (c) any other event shall occur which in the judgment of the Committee necessitates an adjustment to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the Committee may, in such manner as it may deem equitable, adjust any or all of (i) the number and type of securities subject to the Plan; (ii) the number and type of securities subject to outstanding Options; and (iii) the Option Price with respect to any Option; provided, however, that Options subject to grant or previously granted to Optionees under the Plan at the time of any such event shall be subject to only such adjustment as shall be necessary to maintain the proportionate interest of the Optionee and preserve, without exceeding, the value of such Options. The judgment of the Committee with respect to any matter referred to in this Article shall be conclusive and binding upon each Optionee. ARTICLE IX Amendment and Termination of Plan 9.1. General Powers: The Board of Directors may at any time terminate or suspend the Plan. Subject to applicable limitations set forth in New York Stock Exchange rules, the Code or Rule 16b-3 under the Securities Exchange Act of 1934, the Board of Directors may amend the Plan as it shall deem advisable including (without limiting the generality of the foregoing) any amendments deemed by the Board of Directors to be necessary or advisable to assure conformity of the Plan with any requirements of state and federal laws or regulations now or hereafter in effect; provided, however, that the Board of Directors may not amend either the provisions of Section 6.1 or the amount of the Annual Retainer Fee more often than once in any six month period or more often than once in any calendar year. 9.2. No Impairment: No amendment, suspension or termination of this Plan shall, without the Optionee's consent, alter or impair any of the rights or obligations under any Option theretofore granted to an Optionee under the Plan. ARTICLE X Government and Other Regulations 10.1. The obligation of the Company to issue or transfer and deliver shares of Common Stock under the Plan shall be subject to all applicable laws, regulations, rules, orders and approvals which shall then be in effect and required by governmental entities and the stock exchanges on which Common Stock is traded. ARTICLE XI Miscellaneous Provisions 11.1. Plan Does Not Confer Shareholder Rights: Neither an Optionee nor any person entitled to exercise the Optionee's rights in the event of the Optionee's death shall have any rights of a shareholder with respect to the shares subject to each Option, except to the extent that, and until, such shares shall have been issued upon the exercise of each Option. 11.2. Plan Expenses: Any expenses of administering this Plan shall be borne by the Company. 11.3. Use of Exercise Proceeds: Payment received from Optionees upon the exercise of Options shall be used for the general corporate purposes of the Company, except that any stock received in payment may be retired, or retained in the Company's treasury and reissued. 11.4. Indemnification: In addition to such other rights of indemnification as they may have as members of the Board or the Committee, the members of the Committee and the Board shall be indemnified by the Company against all costs and expenses reasonably incurred by them in connection with any action, suit or proceeding to which they or any of them may be party by reason of any action taken or failure to act in connection with the adoption, administration, amendment or termination of the Plan, and against all amounts paid by them in settlement thereof (provided such settlement is approved by independent legal counsel selected by the Company) or paid by them in satisfaction of a judgment in any such action, suit or proceeding, except a judgment based upon a finding of bad faith; provided that upon the institution of any such action, suit or proceeding a Committee or Board member shall, in writing, give the Company notice thereof and an opportunity, at its own expense, to handle and defend the same before such Committee or Board member undertakes to handle and defend it on such member's own behalf. 11.5. Withholding Taxes: The Company may, in its discretion, require an Outside Director to pay to the Company at the time of exercise of an Option or issuance of Common Stock under the Plan the amount that the Company deems necessary to satisfy its obligation to withhold Federal, state or local income, FICA or other taxes incurred by the reason of the exercise or issuance. Upon or prior to the exercise of an Option or receipt of Common Stock requiring tax withholding, an Outside Director may make a written election to have shares of Common Stock withheld by the Company from the shares otherwise to be received. The number of shares so withheld shall have an aggregate Fair Market Value on the date of exercise sufficient to satisfy the applicable withholding taxes. The acceptance of any such election by an Optionee shall be at the sole discretion of the Committee. ARTICLE XII Effective Date 12.1. The Plan shall become effective on May 2, 1998. Options may not be granted under the Plan after May 2, 2008. EX-5 3 F O L E Y & L A R D N E R A T T O R N E Y S A T L A W CHICAGO FIRSTAR CENTER SAN DIEGO JACKSONVILLE 777 EAST WISCONSIN AVENUE SAN FRANCISCO LOS ANGELES MILWAUKEE, WISCONSIN 53202-5367 TALLAHASSEE MADISON TELEPHONE (414) 271-2400 TAMPA ORLANDO FACSIMILE (414) 297-4900 WASHINGTON, D.C. SACRAMENTO WEST PALM BEACH WRITER'S DIRECT LINE May 4, 1998 Harley-Davidson, Inc. 3700 West Juneau Avenue Milwaukee, Wisconsin 53208 Ladies and Gentlemen: We have acted as counsel for Harley-Davidson, Inc., a Wisconsin corporation (the "Company"), in conjunction with the preparation of a Form S-8 Registration Statement (the "Registration Statement") to be filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"), relating to 100,000 shares of the Company's common stock, $0.01 par value (the "Common Stock"), and related Preferred Stock Purchase Rights (the "Rights"), which may be issued pursuant to the Harley-Davidson, Inc. 1998 Director Stock Plan. The terms of the Rights are as set forth in that certain Form of Rights Agreement, dated as of August 6, 1998, as amended, by and between the Company and Firstar Trust Company (the "Rights Agreement"). We have examined: (i) the Plan; (ii) the Registration Statement; (iii) the Rights Agreement; (iv) the Company's Restated Articles of Incorporation and Bylaws, as amended to date; (v) resolutions of the Company's Board of Directors relating to the Plan; and (vi) such other documents and records as we have deemed necessary to enable us to render this Opinion. Based upon the foregoing, we are of the opinion that: 1. The Company is a corporation validly existing under the laws of the State of Wisconsin. 2. The Common Stock, when delivered from treasury and paid for in the manner set forth in the Plan, will be validly issued, fully paid and nonassessable and no personal liability will attach to the ownership thereof, except with respect to wage claims of employees of the Company for services performed not to exceed six (6) months service in any one case, as provided in Section 180.0622(2)(b) of the Wisconsin Business Corporation Law. 3. The Rights to be issued with the Common Stock when issued pursuant to the terms of the Rights Agreement will be validly issued. We consent to the use of this opinion as an Exhibit to the Registration Statement. In giving our consent, we do not admit that we are "experts" within the meaning of Section 11 of the Securities Act or within the category of persons whose consent is required by Section 7 of said Act. Very truly yours, /s/ Foley & Lardner FOLEY & LARDNER EX-23.1 4 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement on Form S-8, pertaining to the Harley-Davidson, Inc. Director Stock Plan of our report dated January 17, 1998, with respect to the consolidated financial statements and schedules of Harley-Davidson, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 1997, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Milwaukee, Wisconsin May 4, 1998 -----END PRIVACY-ENHANCED MESSAGE-----