<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
HARLEY-DAVIDSON, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------------
(3) Filing Party:
-------------------------------------------------------------------------
(4) Date Filed:
-------------------------------------------------------------------------
Notes:
<PAGE>
LOGO
NOTICE OF ANNUAL MEETING
AND
PROXY STATEMENT
HARLEY-DAVIDSON, INC.
3700 WEST JUNEAU AVENUE
MILWAUKEE, WISCONSIN 53208
(414) 342-4680
March 29, 1996
Dear Fellow Shareholder:
On behalf of the Board of Directors and management of Harley-Davidson, Inc.,
I cordially invite you to attend the 1996 Annual Meeting of Shareholders of
Harley-Davidson, Inc. to be held at 10:30 a.m., local time, on Saturday, May
4, 1996 at the Wyndham Hotel, 139 East Kilbourn Avenue, Milwaukee, Wisconsin.
The attached Notice of Annual Meeting and Proxy Statement describe the
formal business to be transacted at the Meeting. During the Meeting, there
will be brief reports on the operations of the Company. Once the business of
the Meeting has been concluded, shareholders will be given the opportunity to
ask questions.
We sincerely hope you will be able to attend our 1996 Annual Meeting.
However, whether or not you are personally present, it is important that your
shares be represented. ACCORDINGLY, PLEASE MARK, SIGN, DATE AND MAIL YOUR
PROXY CARD IN THE ENCLOSED ENVELOPE PROVIDED FOR THIS PURPOSE.
Sincerely yours,
/s/ Vaughn L. Beals, Jr.
Vaughn L. Beals, Jr.
Chairman
<PAGE>
LOGO
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
MAY 4, 1996
The 1996 Annual Meeting of Shareholders (the "Annual Meeting") of Harley-
Davidson, Inc. (the "Company") will be held at the Wyndham Hotel, 139 East
Kilbourn Avenue, Milwaukee, Wisconsin, on May 4, 1996 at 10:30 a.m., local
time, for the following purposes:
1. To elect three directors for a three-year term to expire at the
Company's 1999 annual meeting of shareholders;
2. To ratify the selection of Ernst & Young LLP, independent public
accountants, to be the principal auditors of the annual financial
statements of the Company for the year ending December 31, 1996; and
3. To take action upon any other business as may properly come before the
Annual Meeting and any adjournment thereof.
The Board of Directors of the Company has fixed the close of business on
March 15, 1996 as the record date for the determination of shareholders
entitled to notice of and to vote at the Annual Meeting and any adjournment
thereof.
By Order of the Board of Directors,
/s/ Timothy K. Hoelter
Timothy K. Hoelter
Secretary
Milwaukee, Wisconsin
March 29, 1996
YOUR VOTE IS IMPORTANT,
NO MATTER HOW MANY SHARES YOU OWNED
ON THE RECORD DATE.
PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CARD AND
SIGN, DATE AND RETURN IT IN THE ENVELOPE PROVIDED WHICH IS ADDRESSED FOR YOUR
CONVENIENCE AND NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES. IN ORDER TO
AVOID THE ADDITIONAL EXPENSE TO THE COMPANY OF FURTHER SOLICITATION, WE ASK
YOUR COOPERATION IN MAILING YOUR PROXY PROMPTLY.
<PAGE>
LOGO
3700 WEST JUNEAU AVENUE
MILWAUKEE, WISCONSIN 53208
MARCH 29, 1996
----------------
PROXY STATEMENT
----------------
The proxy accompanying this Proxy Statement is solicited by the Board of
Directors (the "Board") of Harley-Davidson, Inc. (the "Company") for use at
the 1996 Annual Meeting of Shareholders of the Company to be held on May 4,
1996 and at any adjournment thereof (the "Annual Meeting"). This Proxy
Statement and the accompanying proxy were first sent to shareholders on or
about March 29, 1996.
The only outstanding class of voting securities of the Company is its Common
Stock (the "Common Stock"). On March 15, 1996, the record date for the
determination of shareholders entitled to notice of and to vote at the Annual
Meeting, 75,370,888 shares of Common Stock were outstanding. Holders of the
Common Stock are entitled to one vote per share on all matters.
Shareholders who execute proxies may revoke them at any time prior to the
voting thereof by delivery of a subsequently dated proxy or written notice (1)
to the Secretary of the Company at the Company's address shown above on or
before May 3, 1996 or (2) to the secretary of the Annual Meeting at the Annual
Meeting. Unless so revoked, the shares represented by proxies received by the
Board will be voted at the Annual Meeting. Where a shareholder specifies a
choice by means of the ballot provided in the proxy, the shares will be voted
in accordance with such specification.
As used in this Proxy Statement, "Motor Company" refers to the Company's
principal subsidiary, Harley-Davidson Motor Company.
<PAGE>
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of March 15, 1996 with
respect to the Common Stock ownership of each director, the Chief Executive
Officer, the four other executive officers of the Company identified in the
Summary Compensation Table below (collectively with the Chief Executive
Officer, the "named executive officers"), all directors and executive officers
as a group and each person or group of persons known by the Company to own
beneficially more than 5% of the Common Stock of the Company.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
BENEFICIAL
OWNERSHIP(1)(2)
------------------------- SHARES ISSUABLE
NUMBER OF PERCENT UPON EXERCISE OF
NAME OF BENEFICIAL OWNER SHARES OF CLASS STOCK OPTIONS(3)
- ------------------------ ------------ --------- ----------------
<S> <C> <C> <C>
Barry K. Allen...................... 4,000 * 0
William F. Andrews.................. 4,000 * 0
Vaughn L. Beals, Jr................. 501,610(4) * 0
Jeffrey L. Bleustein................ 307,446 * 37,000
Thomas A. Gelb...................... 71,798 * 19,053
C. William Gray..................... 67,945 * 49,299
Richard J. Hermon-Taylor............ 4,000 * 0
Donald A. James..................... 20,000(5) * 0
Richard G. LeFauve.................. 1,000 * 0
Sara L. Levinson.................... 1,000 * 0
James A. Norling.................... 2,000 * 0
Richard F. Teerlink................. 1,093,588 1.44% 650,100
James L. Ziemer..................... 158,763 * 80,587
All Directors and Executive Officers
as a Group (16 Individuals)........ 2,594,346 3.40% 944,251
Ruane, Cunniff & Co., Inc.
767 Fifth Avenue
New York, NY 10153-4798............ 4,361,675(6) 5.79% 0
</TABLE>
- --------
* The amount shown is less than 1% of the outstanding shares of Common Stock.
(1) Except as otherwise noted, all persons have sole voting and investment
power over the shares listed.
(2) Includes shares of Common Stock issuable upon the exercise of stock
options exercisable within 60 days of March 15, 1996.
(3) Only includes stock options exercisable within 60 days of March 15, 1996.
Directors who are not employees of the Company are not eligible to receive
stock options under the Company's stock option plans.
(4) Includes 190,380 shares of Common Stock held by Mr. Beals' wife. Mr. Beals
has shared voting and investment power over such shares.
(5) Includes 20,000 shares of Common Stock held by Fred Deeley Imports Ltd.
Mr. James has sole voting power and shared investment power over such
shares.
(6) Information derived from the Schedule 13G filed by Ruane, Cunniff & Co.,
Inc. As of December 31, 1995, Ruane, Cunniff & Co., Inc. had sole voting
power over 3,505,950 shares, sole dispositive power over 1,871,075 shares
and shared dispositive power over 2,490,600 shares.
2
<PAGE>
1--ELECTION OF DIRECTORS
The Restated Articles of Incorporation of the Company provide for a Board of
not less than six (6) nor more than fifteen (15) members, as determined from
time to time by the affirmative vote of a majority of the directors then in
office. The Board is divided into three classes, with one class of directors
elected each year for a term of three years.
The Board currently consists of nine members, four of whom have terms that
expire at the Annual Meeting (Class II Directors), three of whom have terms
that expire at the 1997 annual meeting of shareholders (Class III Directors)
and two of whom have terms that expire at the 1998 annual meeting of
shareholders (Class I Directors). William F. Andrews, who is a Class II
Director, will retire as a director upon the expiration of his current term at
the Annual Meeting.
The three nominees for director set forth below, all of whom are currently
Class II Directors, are proposed to be elected at the Annual Meeting to serve
until the 1999 annual meeting of shareholders. The remaining five directors
will continue to serve as members of the Board for terms as set forth below.
The nominees have advised the Company that they will serve if elected.
Directors are elected by a plurality of the votes cast (assuming a quorum is
present at the Annual Meeting). Thus, any shares not voted, whether due to
abstentions or broker nonvotes, will not have an impact on the election of
directors. A quorum consists of a majority of the shares entitled to vote
represented at the Annual Meeting in person or by proxy, including proxies
reflecting abstentions or broker nonvotes. Broker nonvotes arise from proxies
delivered by brokers and others where the record holder has not received
authority to vote on one or more matters. Once a share is represented at the
Annual Meeting, it will be deemed present for quorum purposes throughout the
Annual Meeting (including any adjournment thereof unless a new record date is
or must be set for such adjournment). Proxies solicited by the Board will be
voted "FOR" the following nominees unless a shareholder specifies otherwise.
Should any such nominee become unable to serve, proxies may be voted for
another person designated by the Board.
THE BOARD RECOMMENDS A VOTE "FOR" THE FOLLOWING NOMINEES.
The names, ages as of March 15, 1996, and principal occupations for the past
five years of each of the directors and nominees and the names of any other
public companies of which each is presently serving as a director are set
forth below:
NOMINEES FOR CLASS II DIRECTORS--TERMS EXPIRING AT 1999 ANNUAL MEETING
Richard J. Hermon-Taylor, 54, has been a director of the Company since 1986.
He has been President of BioScience International, Inc., a technology transfer
company, since 1987, and a Vice President of Symmetrix, Inc., a business
consulting firm, since March 1994. From 1990 to 1992 he was Chief Executive
Officer of Tonometrics, Inc., a manufacturer of medical devices.
Sara L. Levinson, 45, has been a director of the Company since February
1996. She has been President of NFL Properties, Inc., the trademark licensing
company for the National Football League, since September 1994. From 1993 to
September 1994 she held various executive positions with Viacom, Inc., a media
and entertainment company, including President-Business Director of MTV from
1993 to September 1994, Executive Vice President-Business Operations of MTV
from 1991 to 1993, and Vice President-New Business of MTV, Nickelodeon and VH-
1 from 1986 to 1991.
Richard F. Teerlink, 59, has been a director of the Company since 1982. He
has been Chief Executive Officer of the Company since 1989 and President of
the Company since 1988. He is also a director of Johnson Controls, Inc. and
Outboard Marine Corporation.
3
<PAGE>
CLASS III DIRECTORS--TERMS EXPIRING AT 1997 ANNUAL MEETING
Vaughn L. Beals, Jr., 68, has been a director and Chairman of the Board of
the Company since 1981. He served as Chief Executive Officer of the Company
from 1981 until his retirement in 1989.
Donald A. James, 52, has been a director of the Company since 1991. Mr.
James is a co-founder and has been the Vice Chairman and Chief Executive
Officer of Fred Deeley Imports Ltd., the largest independent motorcycle
distributorship in Canada and the exclusive distributor of the Company's
motorcycles in that country, since 1989.
James A. Norling, 54, has been a director of the Company since December
1993. Mr. Norling has served as President, Europe, Middle East and Africa, and
as Chairman, European Management Board, for Motorola, Inc., a manufacturer of
electronics, since April 1993 and as an Executive Vice President of Motorola,
Inc. since 1990. From 1990 to April 1993 he was President and General Manager
of Motorola's Semiconductor Products Sector.
CLASS I DIRECTORS--TERMS EXPIRING AT 1998 ANNUAL MEETING
Barry K. Allen, 47, has been a director of the Company since 1992. Mr. Allen
has served as a Senior Vice President of Ameritech Corporation, a
telecommunications company, since August 1995. From September 1993 to August
1995, he was President and Chief Operating Officer and a director of Marquette
Electronics, Inc., a manufacturer of medical equipment and systems. From July
1993 to September 1993 he was President of Illinois Bell, Inc., a provider of
communications and information services, and from 1989 to July 1993 he was
President and Chief Executive Officer of Wisconsin Bell, Inc., a provider of
communications and information services.
Richard G. LeFauve, 61, has been a director of the Company since December
1993. He has been Group Executive, NAO Small Car Group of General Motors
Corporation, an automobile manufacturer, since 1994, President of Saturn
Corporation, an automobile manufacturer, since 1986 and a Vice President of
General Motors Corporation since 1985.
COMMITTEES OF THE BOARD
The Board has three committees: the Audit Committee, the Human Resources
Committee and the Nominating and Director Affairs Committee.
The Audit Committee, the current members of which are Barry K. Allen,
William F. Andrews (Chairman), Richard J. Hermon-Taylor, Donald A. James,
Richard G. LeFauve and James A. Norling, met two times during 1995. The Audit
Committee selects, subject to shareholder ratification, and engages
independent public accountants to audit the books, records and accounts of the
Company. The Audit Committee also determines the scope of such audits and
reviews the adequacy of the internal accounting controls of the Company.
The Human Resources Committee, the current members of which are Barry K.
Allen (Chairman), William F. Andrews, Richard G. LeFauve and James A. Norling,
met three times during 1995. The Human Resources Committee approves certain
compensation and benefits actions, reviews performance of senior management
and advises management on matters of succession planning, career development
and human resources strategies.
The Nominating and Director Affairs Committee, the current members of which
are Barry K. Allen (Chairman), William F. Andrews, Richard J. Hermon-Taylor,
Donald A. James, Richard G. LeFauve and James A. Norling, met three times
during 1995. The Nominating and Director Affairs Committee identifies and
recommends to the full Board candidates for service on the Board and reviews
Board performance and Board committee composition. Shareholders may recommend
candidates for consideration by the Nominating and Director Affairs Committee
by writing to the Nominating and Director Affairs Committee in care of the
Secretary of the Company. Such recommendations for the 1997 annual meeting of
shareholders must be received by the Company on or before November 29, 1996.
Any shareholder who desires to nominate directly a director
4
<PAGE>
candidate for consideration by the shareholders must give written notice
thereof to the Secretary of the Company in advance of the applicable meeting
in compliance with the terms and within the time periods specified in the
Company's Restated Articles of Incorporation.
The Board met six times during 1995. All directors attended at least 75% of
the meetings of the Board and the Board committees on which they served during
1995, except Mr. LeFauve, who attended 71% of such meetings.
Directors who are employees of the Company do not receive any special
compensation for their services as directors. Except for Mr. Beals, directors
who are not employees of the Company received in 1995 an annual fee of $25,000
plus $1,500 for each regular meeting of the Board, $750 for each special
meeting of the Board and $750 for each Board committee meeting; provided that
directors do not receive any additional compensation for more than two Board
committee meetings in connection with any Board meeting. The Company
reimburses directors for any travel expenses incurred in connection with
attendance at Board or Board committee meetings.
The Company has a consulting contract with Mr. Beals pursuant to which Mr.
Beals is paid $242,240 per year. The consulting term expires June 30, 1998.
The consulting contract also provides for supplemental retirement benefits of
$159,840 per year after the consulting term expires until his death. In the
event of Mr. Beals' death prior to the end of the consulting term, the
consulting agreement provides, as a death benefit, the continuation of certain
payments under the consulting agreement through July 1, 1999.
5
<PAGE>
EXECUTIVE COMPENSATION
The following table shows the aggregate compensation, including incentive
compensation, paid by the Company for 1995, 1994 and 1993 to the Chief
Executive Officer and each of the four other most highly compensated executive
officers of the Company for 1995:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
ANNUAL COMPENSATION COMPENSATION AWARDS
------------------------- ---------------------
OTHER RESTRICTED SECURITIES ALL OTHER
ANNUAL STOCK UNDERLYING COMPENSA-
NAME AND PRINCIPAL SALARY BONUS COMPENSA- AWARDS(1) OPTIONS TION(2)
POSITION YEAR ($) ($) TION ($) ($) (#) ($)
- ------------------ ---- ------- ------- --------- ---------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Richard F. Teerlink
President and CEO...... 1995 486,303 500,000 40,140 0 90,000 27,683
President and CEO...... 1994 440,901 700,000 39,481 0 100,000 27,541
President and CEO...... 1993 425,672 546,000 35,072 0 0 24,038
Jeffrey L. Bleustein
President and COO--
Motor Company......... 1995 318,183 269,183 35,945 538,800 48,000 22,935
President and COO--
Motor Company......... 1994 283,257 265,297 35,866 0 50,000 23,553
President and COO--
Motor Company......... 1993 275,004 301,624 32,249 0 0 8,129
Thomas A. Gelb
Vice President,
Continuous
Improvement........... 1995 263,400 185,697 27,793 202,050 36,211 19,436
Vice President,
Continuous
Improvement........... 1994 250,839 194,834 26,533 0 40,000 18,302
Vice President,
Continuous
Improvement........... 1993 239,442 218,850 23,778 0 0 14,157
C. William Gray
Vice President, Human
Resources............. 1995 185,436 130,732 22,213 0 28,124 33,008
Vice President, Human
Resources............. 1994 175,129 136,190 22,173 0 19,140 34,227
Vice President, Human
Resources--Motor
Company............... 1993 165,881 151,615 21,025 0 0 31,381
James L. Ziemer
Vice President and CFO. 1995 177,633 139,993 21,304 0 18,858 9,364
Vice President and CFO. 1994 167,953 130,456 21,775 0 18,542 9,415
Vice President and CFO. 1993 160,690 147,337 21,007 0 0 7,156
</TABLE>
- --------
(1) As of December 31, 1995, the named executive officers of the Company
holding unvested restricted stock were Messrs. Bleustein and Gelb, who
held 20,000 and 7,500 shares, respectively, valued at $575,000 and
$215,625, respectively. Dividends are paid on shares of unvested
restricted stock.
(2) The 1995 amounts for Messrs. Teerlink, Bleustein, Gelb, Gray and Ziemer
include the value of split dollar life insurance provided by the Company,
a 401(k) matching contribution of $3,973, a $200 health care spending
account credit, and a Motor Company non-qualified deferred compensation
plan matching contribution of $10,750, $11,081, $6,192, $4,325 and $3,975,
respectively. The 1995 amount for Mr. Gray also includes $20,000 of loan
forgiveness and $2,193 of imputed interest relating to an interest free
relocation loan.
6
<PAGE>
STOCK OPTION PLANS
Stock options have been granted to executive officers and other key
employees of the Company pursuant to the Company's 1986 Stock Option Plan, the
Company's 1988 Stock Option Plan and the Company's 1990 Stock Option Plan
which are administered by the Human Resources Committee. During 1995, options
to purchase shares of Common Stock were granted under the Company's 1990 Stock
Option Plan to the Chief Executive Officer and the other named executive
officers as follows:
OPTION GRANTS IN 1995
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS (1)
-----------------------------------------
NUMBER OF PERCENT OF POTENTIAL REALIZABLE VALUE AT
SECURITIES TOTAL ASSUMED ANNUAL RATES OF STOCK
UNDERLYING OPTIONS EXERCISE APPRECIATION FOR OPTION TERM(2)
OPTIONS GRANTED TO PRICE EXPIRATION ----------------------------------
NAME GRANTED EMPLOYEES ($/SH) DATE 0% 5% 10%
- ---- ---------- ---------- -------- ---------- --- ------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Richard F. Teerlink..... 90,000 11.2% $26.94 2/01/05 $ 0 $ 1,524,818 $ 3,864,188
Jeffrey L. Bleustein.... 48,000 6.0 26.94 2/01/05 0 813,236 2,060,900
Thomas A. Gelb.......... 36,211 4.5 26.94 2/01/05 0 613,502 1,554,735
C. William Gray......... 28,124 3.5 26.94 2/01/05 0 476,489 1,207,516
James L. Ziemer......... 18,858 2.3 26.94 2/01/05 0 319,500 809,676
All Optionees........... 805,360 100.0 26.94 2/01/05 0 13,644,749 34,578,472
All Shareholders........ N/A N/A N/A N/A 0 1,293,693,553(3) 3,278,473,463(3)
</TABLE>
- --------
(1) Options granted under the Stock Option Plans are non-qualified stock
options. The exercise price per share is 100% of the fair market value of
a share of Common Stock on the date of the grant. The Human Resources
Committee has the authority to grant options and set or amend the terms
and conditions of the option agreements. The exercise price of an option
may be paid in cash, shares of Common Stock or a combination of cash and
stock (subject to the conditions that may be set by the Human Resources
Committee). The options may be exercised one year after the date of grant,
not to exceed 25% of the shares in the first year, with an additional 25%
to be exercisable in each of the following years. Each option granted
under the 1990 Stock Option Plan has a limited right which permits the
holder to surrender the option within 30 days after a change of control of
the company and receive the difference between the exercise price of the
option and the highest closing price of the Common Stock during the 60-day
period preceding the change of control of the Company.
(2) The dollar amounts under these columns are the results of calculations at
0% and at the 5% and 10% rates set by the Securities and Exchange
Commission and therefore are not intended to forecast possible future
appreciation, if any, in the market price of the Common Stock.
(3) Represents corresponding gain to all shareholders on 76,358,245 shares of
Common Stock outstanding on February 2, 1995, calculated based on fair
market value of such Common Stock on such date, the date on which the
options included in the table were granted.
7
<PAGE>
Shown below is information relating to the exercise of options by the Chief
Executive Officer and the other named executive officers during 1995 and the
value of unexercised options held by such persons as of December 31, 1995.
AGGREGATED OPTION EXERCISES IN 1995
AND OPTION VALUES AT DECEMBER 31, 1995
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
SHARES AT DECEMBER 31, 1995 AT DECEMBER 31, 1995
ACQUIRED ON VALUE (#) ($)(2)
EXERCISE REALIZED ------------------------- -------------------------
NAME (#) ($)(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Richard F. Teerlink..... 0 0 602,600 190,000 $12,796,408 $748,400
Jeffrey L. Bleustein.... 0 0 134,302 95,722 2,442,756 356,417
Thomas A. Gelb.......... 0 0 50,680 71,211 738,511 248,792
C. William Gray......... 0 0 49,482 46,386 811,596 154,028
James L. Ziemer......... 0 0 71,236 36,208 1,378,628 130,553
</TABLE>
- --------
(1) Value based on the fair market value of Common Stock on the date of
exercise less the option exercise price.
(2) Value based on a fair market value of Common Stock of $28.75 as of
December 31, 1995 less the option exercise price.
RETIREMENT BENEFITS
The following table shows at different levels of remuneration and years of
credited service the estimated net annual benefits payable as a straight life
annuity to each of the named executive officers under the Salaried Pension
Plan, the Restoration Plan and the Supplemental Benefits (all as defined
below), assuming retirement at age 62:
PENSION PLAN TABLE
<TABLE>
<CAPTION>
YEARS OF SERVICE
-----------------------------------------------------------------
REMUNERATION 5 10 15 20 25 30 35 15+(1)
------------ ------- ------- ------- ------- ------- ------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
$ 200,000... $15,382 $30,764 $46,147 $61,529 $76,911 $92,293 $107,676 $100,000
300,000... 23,382 46,764 70,147 93,529 116,911 140,293 163,676 150,000
400,000... 31,382 62,764 94,147 125,529 156,911 188,293 219,676 200,000
500,000... 39,382 78,764 118,147 157,529 196,911 236,293 275,676 250,000
600,000... 47,382 94,764 142,147 189,529 236,911 284,293 331,676 300,000
800,000... 63,382 126,764 190,147 253,529 316,911 380,293 443,676 400,000
1,000,000... 79,382 158,764 238,147 317,529 396,911 476,293 555,676 500,000
1,250,000... 99,382 198,764 298,147 397,529 496,911 596,293 695,676 625,000
</TABLE>
- --------
(1) This column applies only to Messrs. Teerlink, Bleustein and Gelb, who are
entitled to Supplemental Benefits upon retirement at age 62. Mr. Gray is
entitled to Supplemental Benefits but would not have the required 15 years
of service upon retirement at age 62.
The Company maintains the Retirement Annuity Plan for Salaried Employees of
Harley-Davidson, a noncontributory defined benefit pension plan ("Salaried
Pension Plan"). Under the Salaried Pension Plan, salaried employees of the
Company (excluding Holiday Rambler and certain other subsidiaries), including
the Chief Executive Officer and the other named executive officers, are
generally eligible to retire with unreduced benefits at age 62 or later.
Benefits are based upon monthly "final average earnings" as defined in the
Salaried Pension Plan. Prior to December 31, 1994, the monthly benefit is the
difference between 1.6% of the final
8
<PAGE>
average earnings and .9% of the primary monthly social security benefit
multiplied by years of service. On and after December 31, 1994, the revised
benefit is 1.2% of the final average earnings plus .4% of the final average
earnings in excess of Social Security covered compensation multiplied by years
of service. The benefit of a person with service on or after December 31,
1994, is the greater of his or her benefit determined using the revised
formula for all service or the sum of his or her benefit under the former
formula for service through December 31, 1993, and his or her benefit under
the revised formula for service after that date. For the named executive
officers, final average earnings equal one-twelfth of the highest average
annual total compensation (consisting of base salary and bonus as shown in the
Summary Compensation Table) paid over five consecutive calendar years within
the last ten years of service prior to the participant's retirement or other
date of termination. Vesting under the Salaried Pension Plan occurs upon the
earlier of five years of service or age 65. An employee who retires after age
55 and before age 62 with a minimum of 5 years of service will receive an
actuarially reduced benefit under the Salaried Pension Plan. The surviving
spouse of an employee who is eligible for early retirement or who is vested at
death is also entitled to certain benefits under the Salaried Pension Plan.
The Company has adopted a pension benefit restoration plan (the "Restoration
Plan") pursuant to which the Company will pay participants amounts that exceed
certain limitations the Internal Revenue Code imposes on benefits payable
under the Salaried Pension Plan. Calculated as of December 31, 1995,
annualized final average earnings and years of credited service under the
Salaried Pension Plan and the Restoration Plan were as follows: $836,965 and
19.4 years (including a grant of 5 additional years of service under the
Restoration Plan), respectively, for Mr. Teerlink; $444,965 and 24.9 years,
respectively, for Mr. Bleustein; $375,294 and 26.2 years (including a grant of
6 additional years of service under the Restoration Plan), respectively, for
Mr. Gelb; $260,456 and 5.3 years, respectively, for Mr. Gray; and $264,239 and
20.2 years, respectively, for Mr. Ziemer.
The Board has approved supplemental executive retirement benefits (the
"Supplemental Benefits") for the Chief Executive Officer and the other named
executive officers (other than Mr. Ziemer). Under such benefits, a participant
who retires at or after age 55 with 15 years of service (including the grant
of 5 additional years of service for Mr. Teerlink and 6 additional years for
Mr. Gelb) is entitled to a yearly retirement benefit payment equal to 35% of
the executive's annualized final average earnings at age 55 increasing in
equal increments to 50% of annualized final average earnings at age 62,
reduced by the amount of any pension payable by the Company under the Salaried
Pension Plan, by any other defined benefit retirement programs of the Company
and by the amount of benefits under the Restoration Plan. Amounts payable
under the Restoration Plan and the Supplemental Benefits may be partially or
fully funded at retirement through the use of split-dollar life insurance,
lump sum cash payments and/or other means.
AGREEMENTS
The Company has entered into employment agreements with Messrs. Teerlink,
Bleustein and Gelb, which provide that, upon termination of employment for
reasons other than cause, the Company will pay each such employee certain
amounts, including such employee's base compensation in effect on the date of
such termination (which currently would approximate the amount of cash
compensation set forth in the Summary Compensation Table) for a period not
exceeding one year (three years in the case of Mr. Teerlink), together with
other benefits to which such employee was entitled prior to termination. Such
employment agreements do not establish minimum base salary levels for such
employees.
The Company offers a standard form of Severance Benefits Agreement to all
senior managers (approximately 30 people). Most senior managers, including the
named executive officers, have executed this agreement. The Severance Benefits
Agreement provides for up to one year's salary and up to one year of certain
employee benefits in the event of a termination of employment by the Company
other than for cause.
The Company has entered into transition agreements with Messrs. Teerlink,
Bleustein, Gelb and Ziemer which become effective upon a change of control of
the Company as defined therein. The transition agreements provide that, in the
event of termination of such individual's employment with the Company for any
reason (other than death or disability) within one year (three years in the
case of Mr. Teerlink) after a change of control
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of the Company, such individual will receive a cash payment in an amount equal
to the product of three multiplied by the sum of (1) the individual's highest
annual base salary during the five-year period preceding termination and (2)
the highest annual bonus paid during the five-year period preceding
termination. Such individual will also receive immediate vesting in any
retirement, incentive, stock option and other deferred compensation plans. The
contracts state that if any of the payments to the employees are considered
"excess parachute payments" as defined in Section 280G of the Internal Revenue
Code, then the Company will pay the penalty imposed upon the employee plus a
tax gross-up.
A "change of control" for purposes of the transition agreements includes the
following events: (i) continuing directors no longer constitute at least two-
thirds of the directors serving on the Board, (ii) any person or group becomes
a beneficial owner of 20% or more of the Common Stock, (iii) the Company's
shareholders approve a merger involving the Company, the sale of substantially
all of the Company's assets or the liquidation or dissolution of the Company,
unless in the case of a merger continuing directors constitute at least two-
thirds of the directors serving on the board of directors of the survivor of
such merger, or (iv) at least two-thirds of the continuing directors determine
that a proposed action, if taken, would constitute a change of control of the
Company and such action is taken. A continuing director is a director of the
Company who was a director on a specified date (generally on or shortly prior
to the date of the applicable transition agreement) or who was designated by a
majority of the continuing directors as a continuing director at the time of
his or her initial election to the Board.
BOARD OF DIRECTORS HUMAN RESOURCES COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Human Resources Committee is responsible for establishing, reviewing and
revising the compensation policies for the Company's executive officers. The
Human Resources Committee is composed entirely of directors who are not
employees or former employees of the Company and who do not have a business
relationship with the Company other than in their capacity as directors.
This report is being included pursuant to Securities and Exchange Commission
("SEC") rules designed to enhance disclosure of public companies' executive
compensation policies. This report addresses the Company's compensation
policies for 1995 as they affected the Chief Executive Officer and the
Company's other executive officers, including the other named executive
officers.
General
Under the supervision of the Human Resources Committee, the Company has
developed and implemented compensation policies, plans and programs that seek
to attract and retain qualified and talented employees and enhance the
profitability of the Company. In furtherance of these goals, the Company's
executive compensation policies, plans and programs, in addition to benefit
plans available to salaried employees generally, consisted of base salary,
annual incentive compensation, annual stock option grants, annual perquisite
payments, a non-qualified pension plan, a non-qualified pension benefit
restoration plan, a 401(k) plan (with a Company matching feature), a non-
qualified deferred compensation plan and life insurance benefits.
In addition to the experience and knowledge of the Human Resources Committee
and the Company's Human Resources staff, the Human Resources Committee
utilizes the services of an independent human resources consultant in making
its executive compensation decisions. Each year the Company's Human Resources
staff selects several executive or other senior officer positions for bench
marking against comparable companies. The comparable companies are Fortune 500
"make and sell" companies with annual sales of $1 billion to $2 billion having
comparable performance. The independent human resources consultant retained by
the Company conducts a survey of compensation packages for the specified types
of executive or senior officer positions at the comparable companies and
prepares a written analysis (the "Independent Compensation Analysis"). The
Independent Compensation Analysis includes median base salary (including the
percentage increase over the prior year), median annual bonus percentage and
median stock option information for the comparable companies by position. The
Independent Compensation Analysis also recommends ranges for base
10
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salary, annual bonus and stock option compensation for the selected Company
executive or senior officer positions.
The comparable companies used to benchmark executive compensation are not
included on the Performance Graph included below because they change from year
to year depending on both the Company's and other companies' performance. The
purpose of the Performance Graph is to compare the performance of the
Company's Common Stock over a five-year period against a stock index or a
fixed group of companies. In contrast, the Company generally utilizes
compensation surveys to compare its executive compensation policies against
companies that have specified performance and other characteristics similar to
those of the Company during a limited period of time. The Company believes
that including such companies as a separate group on the Performance Graph
would be confusing and potentially misleading.
In general, it is the policy of the Human Resources Committee to fix
executive base salary range midpoints at levels below the median amounts paid
to executives with similar qualifications, experience and responsibilities at
other comparable businesses. Executives' actual salaries are subjectively
determined by individual performance evaluations and potential future
contributions to the Company. It is also the policy of the Human Resources
Committee generally to establish maximum incentive cash compensation and stock
option grants at levels above the median amounts paid or granted to executives
with similar qualifications, experience and responsibilities at other
comparable businesses. The Company intends to provide a total compensation
opportunity for Company executives that is above average, but with an above
average amount of the total compensation opportunity at risk and dependent
upon continuously improving Company performance. In all cases, the Human
Resources Committee considers the total potential compensation payable to each
of the named executive officers and other executives when establishing or
adjusting any element of their compensation package.
1995 Base Salary
Executive base salaries are reviewed annually. In February 1995, the Human
Resources Committee, in consultation with the Vice President, Human Resources,
increased Mr. Teerlink's base salary by 12.4%. This increase was within the
range recommend by the Independent Compensation Analysis and was based upon
the Human Resources Committee's subjective assessment of Mr. Teerlink's past
performance (including his leadership, his role in the financial performance
of the Company and his role in implementing new educational programs at all
levels of the Company) and its expectations for his future contributions in
leading the Company. Also in February 1995, the Human Resources Committee
reviewed, with the Chief Executive Officer and Vice President, Human
Resources, and approved, with modifications it deemed appropriate, the annual
salary plan for the Company's other executive officers. The annual salary plan
was subjectively developed by the Motor Company's Human Resources staff under
the direction of the President of the Motor Company based primarily upon each
executive's individual performance evaluation for the prior year, the
anticipated future contribution of each executive and the Independent
Compensation Survey. 1995 base salaries for the named executive officers are
set forth in the Summary Compensation Table. Based on the annual Independent
Compensation Analysis, the Human Resources Committee believes that the base
salaries paid to its executive officers are generally below the median of base
salaries paid to comparable executive officers of comparable companies.
1995 Incentive Cash Compensation
The Company had three separate short term incentive plans in which executive
officers participated for 1995: Messrs. Teerlink, Gelb and Ziemer participated
in the Company's Corporate Short Term Incentive Plan (the "Corporate STIP");
one executive participated in the Holiday Rambler Corporate 1995 Short Term
Incentive Plan (the "Holiday Rambler STIP"); and the other named executive
officers and certain other executive officers participated in the Motor
Company 1995 Short Term Incentive Plan (the "Motor Company STIP"). In December
1994, the Human Resources Committee reviewed and approved the Motor Company
STIP for 1995, the Holiday Rambler STIP for 1995 and target awards for
participants in such plans. Also in December
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1994, the Human Resources Committee established the performance targets
(consolidated net income) and target awards under the Corporate STIP for 1995
for participating executives. Award payouts under the Motor Company STIP and
the Holiday Rambler STIP were based upon performance targets included in the
plans approved by the Human Resources Committee in December 1994. The Motor
Company STIP included both Motor Company financial targets related to earnings
(weighted 50%) and Motor Company objectively measured strategic targets
related to product quality, working capital and business process (weighted
50%). The Holiday Rambler STIP included both Holiday Rambler financial targets
related to earnings (weighted 50%) and Holiday Rambler strategic targets
related to quality, variance to plan, market performance and production times,
with a threshold earnings requirement for any payment. The target awards for
the five named executive officers ranged from 50% to 100% of their respective
1995 base salaries. The amount of each executive's target award is
subjectively reviewed annually based upon the Independent Compensation
Analysis, the executive's individual performance evaluation for the prior year
and the Human Resources Committee's appraisal of the executive's anticipated
future contribution to the Company. Depending on Company performance and, in
the case of the Corporate STIP, the subjective determination of the Human
Resources Committee with respect to downward adjustments, actual short term
incentive plan awards can range from 0% to 200% of the target award.
Under the Corporate STIP formula based on the consolidated net income
performance criteria selected by the Human Resources Committee and actual
Company performance, Mr. Teerlink was eligible to receive a maximum award of
$638,515 for 1995, or 131.3% of the target award. Under the terms of the
Corporate STIP, the Human Resources Committee has the discretion to reduce
awards determined by the formula by up to 50%. The Human Resources Committee
exercised its discretion and determined that Mr. Teerlink's actual 1995 STIP
award would be $500,000. The Human Resources Committee based its determination
in part on the percentage payout for 1995 under the Motor Company STIP (141%)
and the Holiday Rambler STIP (0%) and the financial and strategic performance
of the Company as a whole. The Human Resources Committee considered in
particular that the financial and strategic results at the Motor Company were
above target, the strategic results at Holiday Rambler were above target and
the financial results at Holiday Rambler were below target. An evaluation of
the financial and strategic performance of the Company as a whole indicated
significant accomplishment in both categories. The Committee also considered
the progress made during 1995 with respect to the disposition of Holiday
Rambler's operations. Mr. Gelb's and Mr. Ziemer's actual 1995 Corporate STIP
awards were determined by the Committee in a similar manner. The awards for
the other executive officers were determined mathematically under the Motor
Company STIP or the Holiday Rambler STIP. In addition, since there was no
payout for 1995 under the Holiday Rambler STIP even though Holiday Rambler
generally met or exceeded its strategic goals, the Human Resources Committee
awarded a discretionary bonus for participants in the Holiday Rambler STIP
equal to 50% of their respective target awards under the Holiday Rambler STIP.
All short term incentive plan awards paid or payable for 1995 by the Company
with respect to the named executive officers are set forth in the Summary
Compensation Table.
1995 Stock Option Grants
While the short term incentive plans provide Company executives with short
term incentives to maximize Company performance, the Human Resources Committee
believes that it is also important to provide incentives that more directly
tie executives' long term compensation to long term returns to the Company's
shareholders. This long term incentive compensation opportunity is provided
through the Company's stock option plans (the "Option Plans"). Annually, the
Human Resources Committee reviews, with the Vice President, Human Resources
and, except in the case of his own stock option grant, the Chief Executive
Officer, and approves individual stock option grants for each of the Company's
executive officers, including the named executive officers. The amount of each
executive's stock option grant is subjectively determined by the Human
Resources Committee based upon the annual Independent Compensation Analysis,
the executive's individual performance evaluation for the prior year, the
executive's base salary and the Human Resources Committee's appraisal of the
executive's anticipated long term future contribution to the Company. The
stock options granted to the named executive officers in 1995 are set forth in
the Summary Compensation and Option Grants Tables.
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1995 Restricted Stock Grants
In February 1995, upon the recommendation of the Chief Executive Officer,
the Human Resources Committee recommended to the Board that the Board make a
discretionary grant of restricted stock to Messrs. Bleustein and Gelb in the
amounts set forth in the Summary Compensation Table. In making its
recommendation, the Human Resources Committee subjectively evaluated the
substantial contributions of Messrs. Bleustein and Gelb during 1994, in
particular their roles in causing the Motor Company to meet its strategic
manufacturing goals more than one year ahead of schedule. The Human Resources
Committee also considered their expected future contributions to the Company
and desired to provide them additional incentive to remain with the Company.
The Board accepted the recommendation of the Human Resources Committee and
granted the restricted stock.
Other Compensation
The Human Resources Committee believes that the compensation paid or payable
pursuant to the Company's annual perquisite payments, pension plan, pension
benefit restoration plan, 401(k) plan, deferred compensation plan and life
insurance benefits are competitive with the benefit packages offered by
comparable employers. From time to time the Human Resources Departments of the
Motor Company and Holiday Rambler obtain data to ensure that such benefit
plans and programs remain competitive. The Human Resources Committee reviewed
such data in February and December 1995.
Internal Revenue Code Section 162(m)
Section 162(m) of the Internal Revenue Code provides that a publicly held
corporation will not be entitled to deduct for federal income tax purposes
compensation paid to a named executive officer in excess of $1 million in any
year. Incentive compensation based on company performance, provided it is paid
pursuant to a plan which has been approved by shareholders and meets certain
other criteria, is not subject to Section 162(m). It is the Human Resources
Committee's intention to continue to utilize incentive compensation as a
substantial component of the Company's executive compensation program and to
structure the payment of incentive compensation so that the Company will not
lose any deductions under Section 162(m).
Conclusion
Over the last three calendar years, shareholders of the Company have enjoyed
a total return of 55%. During that same period of time the Standard & Poor's
500 and MidCap 400 Indexes had total returns of 53% and 44%, respectively. The
Human Resources Committee believes that the compensation policies and
practices of the Company described in this report have supported this
performance. In addition, the Human Resources Committee believes that these
compensation policies and practices are in the best interests of the Company
and consistent with the Company's commitment to balance the interests of all
of the Company's Stakeholders (customers, dealers, suppliers, employees,
investors, government and society).
Barry K. Allen, Chairman
William F. Andrews
Richard G. LeFauve
James A. Norling
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PERFORMANCE GRAPH
The SEC requires the Company to include in this Proxy Statement a line graph
presentation comparing cumulative five year Common Stock returns with a broad-
based stock index and either a nationally recognized industry index or an
index of peer companies selected by the Company. The Company has chosen to use
the Standard & Poor's 500 Index as the broad-based index and the Standard &
Poor's MidCap 400 Index as a more specific comparison. The Standard & Poor's
MidCap 400 Index was chosen because the Company does not believe that any
other published industry or line-of-business index adequately represents the
current operations of the Company or that it can identify a peer group that
provides a useful comparison.
PERFORMANCE GRAPH
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
[PERFORMANCE GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
1990 1991 1992 1993 1994 1995
----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Harley-Davidson, Inc. $100.00 $232.48 $390.94 $459.80 $586.69 $606.43
----------------------------------------------------------------------------------------
S&P MidCap 400 100.00 150.10 167.98 191.41 184.55 241.66
----------------------------------------------------------------------------------------
S&P 500 100.00 130.47 140.41 154.56 156.60 215.45
</TABLE>
- --------
* Assumes $100 invested on December 31, 1990.
14
<PAGE>
CERTAIN TRANSACTIONS
Mr. James, a director of the Company, is Vice Chairman, Chief Executive
Officer and an equity owner of Fred Deeley Imports Ltd. ("Deeley Imports"),
the exclusive distributer of the Company's motorcycles in Canada. In 1995,
Deeley Imports paid the Company approximately $48 million for motorcycles,
parts and accessories and related products and services. All such products and
services were provided in the ordinary course of business at prices and on
terms and conditions determined through arms-length negotiation. The Company
anticipates that it will do a similar amount of business with Deeley Imports
in 1996.
4--RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
Ernst & Young LLP, independent public accountants, audited the Company's
consolidated financial statements for the fiscal year ended December 31, 1995.
Representatives of Ernst & Young LLP will be present at the Annual Meeting to
respond to appropriate questions and to make a statement, if they so desire.
Ernst & Young LLP has been recommended by the Audit Committee and selected by
the Board to serve as the Company's principal independent auditors for the
current fiscal year, and in accordance with a resolution of the Board, this
selection is being presented to shareholders for ratification.
If prior to the Annual Meeting, Ernst & Young LLP shall decline to act or
its engagement shall be otherwise discontinued by the Board, then the Board
will appoint other principal independent auditors whose engagement for any
period subsequent to the Annual Meeting will be subject to ratification by the
shareholders at the Annual Meeting. If the shareholders fail to ratify the
engagement of Ernst & Young LLP at the Annual Meeting, then the Board will
reconsider its selection of principal independent auditors. Proxies solicited
by the Board will be voted "FOR" ratification of the selection of Ernst &
Young LLP as the principal independent auditors of the Company for the fiscal
year ending December 31, 1996, unless the shareholder specifies otherwise.
THE BOARD RECOMMENDS A VOTE "FOR" RATIFICATION OF THE SELECTION OF ERNST &
YOUNG LLP AS THE PRINCIPAL INDEPENDENT AUDITORS.
5--OTHER MATTERS
The matters referred to herein are, as far as management now knows, the only
matters that will be presented for consideration at the Annual Meeting. Among
other things, to bring business before an annual meeting, a shareholder must
give written notice thereof to the Secretary of the Company in advance of the
meeting in compliance with the terms and within the time periods specified in
the Company's Restated Articles of Incorporation. If any other matter should
properly come before the Annual Meeting, then it is the intention of the
persons named in the accompanying form of proxy to vote the shares represented
by them in accordance with their judgment.
The cost of soliciting proxies will be borne by the Company. Proxies may be
solicited by personal interview, telephone, telegraph and facsimile machine,
as well as by use of the mails. It is anticipated that banks, brokerage houses
and other custodians, nominees or fiduciaries will be requested to forward
soliciting materials to their principals and to obtain authorization for the
execution of proxies and that they will be reimbursed for their out-of-pocket
expenses incurred in that connection. Employees of the Company participating
in the solicitation of proxies will not receive any additional remuneration.
The Company has retained D. F. King & Co., Inc. to aid in the solicitation at
an estimated cost of approximately $6,000 plus out-of-pocket expenses.
15
<PAGE>
SHAREHOLDER PROPOSALS
Proposals by shareholders that are intended to be presented at the 1997
annual meeting of shareholders must be received by the Company no later than
November 29, 1996, to be eligible for inclusion in the Company's proxy
materials for that meeting.
By Order of the Board of Directors,
/s/ Timothy K. Hoelter
Timothy K. Hoelter
Secretary
Milwaukee, Wisconsin
March 29, 1996
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<PAGE>
HARLEY-DAVIDSON, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR MAY 4, 1996 ANNUAL MEETING OF SHAREHOLDERS
The undersigned appoints each of Vaughn L. Beals, Jr., Richard F. Teerlink
and Timothy K. Hoelter attorney and agent, with full power of substitution and
resubstitution, to vote as proxy in the name, place and stead of the undersigned
at the Annual Meeting of Shareholders of HARLEY-DAVIDSON, INC. to be held on May
4, 1996 and at any adjournment thereof, according to the number of votes that
the undersigned would be entitled to vote if personally present.
1. ELECTION OF DIRECTORS:
[_] FOR the nominees listed below [_] WITHHOLD AUTHORITY to vote for
(except as noted to the contrary below) all nominees listed below
Richard J. Hermon-Taylor, Sara L. Levinson, Richard F. Teerlink
INSTRUCTION: To withhold authority to vote for any individual nominee, write the
nominee's name on the following line:
__________________________________________________________________
2. RATIFICATION OF AUDITORS:
[_] FOR [_] AGAINST [_] ABSTAIN
THIS PROXY IS CONTINUED ON THE REVERSE SIDE.
PLEASE SIGN ON THE REVERSE SIDE AND RETURN PROMPTLY.
(Continued reverse side)
<PAGE>
Without limiting the generality hereof, each of such persons is authorized to
vote:
1. as herein specified upon the proposals listed hereon and described in the
Proxy Statement for the Meeting; and
2. in his discretion upon any other matter that may properly come before the
Meeting.
The Board of Directors recommends a vote FOR the nominees as directors and FOR
Item 2.
The shares represented by this Proxy shall be voted as specified. If no
specification is made, the shares shall be voted as recommended by the Board of
Directors.
IMPORTANT: Please sign your name exactly as it
appears on this Proxy. Joint owners should each
sign personally. A corporation should sign in
full corporate name by duly authorized officers.
When signing as attorney, executor, or
administrator, trustee or guardian, please give
your full title as such.
_______________________________________________
Signature
_______________________________________________
Signature
Dated: __________________________________, 1996
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY.
A STAMPED AND ADDRESSED ENVELOPE HAS BEEN PROVIDED FOR YOUR USE.
