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As filed with the Securities and Exchange Commission on July 28, 2000
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
HARLEY-DAVIDSON EAGLEMARK MOTORCYCLE TRUSTS
(Issuer with respect to the Securities)
HARLEY-DAVIDSON CREDIT CORP.
(Sponsor of the Trusts described herein)
(Exact name of Registrant as specified in its charter)
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<S> <C>
Nevada 88-0292891
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
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4150 Technology Way
Carson City, Nevada 89706
(775) 886-3200
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
Donna F. Zarcone
President and Chief Operating Officer
Harley-Davidson Credit Corp.
150 South Wacker Drive
Suite 3100
Chicago, Illinois 60606
(312) 368-9501
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
M. David Galainena, Esq. Jack M. Costello, Esq.
Winston & Strawn Brown & Wood LLP
35 West Wacker Drive One World Trade Center
Chicago, Illinois 60601 New York, New York 10048
(312) 558-5600 (212) 839-5300
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Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement as determined by
market conditions.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. /X/ 333-62849
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
CALCULATION OF REGISTRATION FEE
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<CAPTION> Proposed Maximum
Title of Securities Amount to Be Offering Price Per Proposed Maximum Amount of
to Be Registered Registered(1) Unit (2) Aggregate Offering Price Registration Fee
------------------- ------------- ------------------ ------------------------ ----------------
<S> <C> <C> <C> <C>
Harley-Davidson $38,000,000 100% $38,000,000 $10,032
Motorcycle Contract
Backed Notes and
Certificates
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(1) The amount of Securities being registered represents 20% of $190,000,000
aggregate principal amount of the Securities registered by the Registrant
under Registration Statement No. 333-62849 referred to below and not
previously sold. All registration fees in the amount of $56,050 in
connection with such unsold amount of Securities have previously been paid
under Registration Statement No. 333-62849.
(2) Estimated solely for purposes of calculating the registration fee.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE PURSUANT TO GENERAL
INSTRUCTION IV OF FORM S-3.
IN ACCORDANCE WITH THE PROVISIONS OF GENERAL INSTRUCTION IV OF FORM S-3,
THE REGISTRANT HEREBY INCORPORATES BY REFERENCE THE CONTENTS OF THE REGISTRANT'S
REGISTRATION STATEMENT ON FORM S-3 (FILE NO. 333-62849) FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 3, 1998, AS AMENDED BY AMENDMENT
NO. 1 DATED NOVEMBER 12, 1998.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS
(a) EXHIBITS. All Exhibits filed with the Registration Statement on Form
S-3 (File No. 333-62849) are incorporated herein by reference thereto, and shall
be deemed part of, this Registration Statement, except the following, which are
filed herewith:
Exhibit 5.1 Opinion of Winston & Strawn re legality
Exhibit 8.1 Opinion of Winston & Strawn re: tax matters
Exhibit 23.3 Consent of Winston & Strawn (contained in Exhibit 5.1)
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chicago, the State of Illinois, on July 28, 2000.
HARLEY-DAVIDSON CREDIT CORP.
By: /s/ Donna F. Zarcone
----------------------------------
Name: Donna F. Zarcone
Title: President
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated on July 28, 2000:
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<CAPTION>
Signature Title
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<S> <C>
/s/ Donna F. Zarcone Director and President
----------------------------- (Principal Executive Officer)
Donna F. Zarcone
/s/ Michael E. Sulentic Chief Financial Officer
----------------------------- (Principal Financial Officer and
Michael E. Sulentic Principal Accounting Officer)
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LIST OF EXHIBITS
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<CAPTION>
NUMBER DESCRIPTION OF EXHIBITS
------ -----------------------
<S> <C>
Exhibit 5.1 Opinion of Winston & Strawn re legality
Exhibit 8.1 Opinion of Winston & Strawn re: tax matters
Exhibit 23.3 Consent of Winston & Strawn (contained in Exhibit 5.1)
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