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
<TABLE>
Harley-
Diversified Growth Davidson, Inc. Inter-
Equity MaGic+ Equity Balanced Common national
Total Fund Fund Fund Fund Stock Fund Fund
----- ----------- ------ ------ -------- -------------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
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
=========== ========== =========== ========== ========== ========== ======
</TABLE>
See accompanying notes.
Holiday Rambler Corporation
Employees' Retirement Plan
Statements of Net Assets
Available for Plan Benefits
December 31, 1992
<TABLE>
Harley-
Diversified Growth Davidvson, Inc.
Equity MaGic+ Equity Balanced Common
Total Fund Fund Fund Fund Stock Fund
----- ----------- ------ ------ -------- ---------------
<S> <C> <C> <C> <C> <C> <C>
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
=========== ========== =========== ========== ========== ==========
</TABLE>
See accompanying notes.
Holiday Rambler Corporation
Employees' Retirement Plan
Statement of Changes in Net Assets
Available for Plan Benefits
December 31, 1993
<TABLE>
Harley-
Diversified Growth Davidson, Inc. Inter-
Equity MaGic+ Equity Balanced Common national
Total Fund Fund Fund Fund Stock Fund Fund
----- ----------- ------ ------ -------- -------------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
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
=========== ========== =========== ========== ========== ========== ======
</TABLE>
See accompanying notes.
Holiday Rambler Corporation
Employees' Retirement Plan
Statement of Changes in Net Assets
Available for Plan Benefits
December 31, 1992
<TABLE>
Harley-
Diversified Growth Davidson, Inc.
Equity MaGic+ Equity Balanced Common
Total Fund Fund Fund Fund Stock Fund
------ ------------- ------ ------ -------- --------------
<S> <C> <C> <C> <C> <C> <C>
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
=========== ========== =========== ========== ========== ==========
</TABLE>
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.
<PAGE>
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.
<PAGE>
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
<PAGE>
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
<PAGE>
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
<TABLE>
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:
<S> <C> <C> <C> <C> <C> <C>
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
</TABLE>
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
