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
<TABLE>
Holiday Rambler
Employees' Retirement Plan
Statement of Net Assets
Available for Plan Benefits
December 31, 1994
<S> <C> <C> <C> <C> <C> <C> <C>
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
</TABLE>
See accompanying notes.
<TABLE>
Holiday Rambler
Employees' Retirement Plan
Statement of Net Assets
Available for Plan Benefits
December 31, 1993
<S> <C> <C> <C> <C> <C> <C> <C>
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
</TABLE>
See accompanying notes.
<TABLE>
Holiday Rambler
Employees' Retirement Plan
Statement of Changes in Net Assets
Available for Plan Benefits
December 31, 1994
<S> <C> <C> <C> <C> <C> <C> <C> <C>
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
</TABLE>
See accompanying notes.
<TABLE>
Holiday Rambler
Employees' Retirement Plan
Statement of Changes in Net Assets
Available for Plan Benefits
December 31, 1993
<S> <C> <C> <C> <C> <C> <C> <C>
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
</TABLE>
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.
<TABLE>
Holiday Rambler
Employees' Retirement Plan
Assets Held for Investment
December 31, 1994
<S> <C> <C> <C>
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
</TABLE>
<TABLE>
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
<S> <C> <C> <C> <C> <C>
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
</TABLE>
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
