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
For the fiscal year end December 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
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
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
<PAGE>
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
<PAGE>
Holiday Rambler
Employees' Retirement Plan
Financial Statements
and Supplemental Schedules
Years ended December 31, 1996 and 1995
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
<PAGE>
Report of Ernst & Young LLP, 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, 1996 and 1995, 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, 1996 and 1995, 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 performed 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, 1996, 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 statements of net assets
available for plan benefits and the statements 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 audits 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 9, 1997
<PAGE>
<TABLE>
Holiday Rambler
Employees' Retirement Plan
Statement of Net Assets
Available for Plan Benefits
December 31, 1996
<CAPTION>
Harley-
Diversified Growth Davidson,Inc.
Equity MaGic+ Equity Balanced Common
Total Fund Fund Fund Fund Stock Fund
ASSETS
<S> <C> <C> <C> <C> <C> <C>
Investments:
Investments in securities of
unaffiliated issuers, at
fair value (Note 3):
Common trust funds $10,877,436 $2,365,959 $3,315,908 $1,752,807 $1,691,366 $ 28,821
Investments in securities
of affiliated issuers,
at fair value (Note 6):
Harley-Davidson, Inc.
Common Stock 9,838,980 - - - - 9,838,980
Participant Loans 743,482 - - - - -
---------- --------- --------- --------- --------- ---------
Total investments 21,459,898 2,365,959 3,315,908 1,752,807 1,691,366 9,867,801
Cash 72,959 12,497 60,462 - - -
Employer contribution
receivable 726,702 139,609 309,525 83,177 58,790 25,317
Accrued interest and
dividends 174,527 719 1,798 505 - 133,435
---------- --------- --------- --------- --------- ---------
Total Assets 22,434,086 2,518,784 3,687,693 1,836,489 1,750,156 10,026,553
LIABILITIES
Accounts payable 216,842 62 8,800 13,956 17,868 113,507
---------- --------- --------- --------- --------- ---------
Net assets available
for plan benefits $22,217,244 $2,518,722 $3,678,893 $1,822,533 $1,732,288 $9,913,046
========== ========= ========= ========= ========= =========
<CAPTION>
Fidelity
International Contra Participant
Fund Fund Loans
ASSETS
<S> <C> <C> <C>
Investments:
Investments in securities
of unaffiliated issuers,
at fair value (Note 3):
Common trust funds $693,815 $1,028,760 $ -
Investments in securities of
affiliated issuers, at fair
value (Note 6): Harley-
Davidson, Inc. Common Stock - - -
Participant Loans - - 743,482
---------- ---------- ---------
Total investments 693,815 1,028,760 743,482
Cash - - -
Employer contribution
receivable 42,180 68,104 -
Accrued interest and
dividends 1,824 - 36,246
---------- --------- ---------
Total Assets 737,819 1,096,864 779,728
LIABILITIES
Accounts payable 11,891 6,523 44,235
---------- --------- ---------
Net assets available
for plan benefits $725,928 $1,090,341 $735,493
========= ========= =========
</TABLE>
See accompanying notes.
<PAGE>
<TABLE>
Holiday Rambler
Employees' Retirement Plan
Statement of Net Assets
Available for Plan Benefits
December 31, 1995
<CAPTION>
Harley-
Diversified Growth Davidson,Inc.
Equity MaGic+ Equity Balanced Common
Total Fund Fund Fund Fund Stock Fund
ASSETS
<S> <C> <C> <C> <C> <C> <C>
Investments:
Investments in securities
of unaffiliated issuers,
at fair value (Note 3):
Common trust funds $22,505,747 $3,752,225 $ 9,999,569 $3,128,175 $2,841,509 $ 118,935
Investments in securities
of affiliated issuers,
at fair value (Note 6):
Harley-Davidson, Inc.
Common Stock 14,676,128 - - - - 14,676,128
Participant Loans 2,120,884 - - - - -
Investment in insurance
company guaranteed
investment contracts, at
contract value (Note 4) 500,000 - 500,000 - - -
---------- --------- ---------- --------- --------- ----------
Total investments 39,802,759 3,752,225 10,499,569 3,128,175 2,841,509 14,795,063
Cash 14,810 3,117 - 1,890 922 -
Employer contribution
receivable 1,609,507 154,055 430,302 129,088 109,313 603,724
Accrued interest and
dividends 189,255 13 30,036 10 10 158,074
---------- --------- ---------- --------- --------- ----------
Total Assets 41,616,331 3,909,410 10,959,907 3,259,163 2,951,754 15,556,861
LIABILITIES
Accounts payable 84,720 3,116 608 1,890 923 68,200
---------- --------- ---------- --------- --------- ----------
Net assets available
for plan benefits $41,531,611 $3,906,294 $10,959,299 $3,257,273 $2,950,831 $15,488,661
========== ========= ========== ========= ========= ==========
<CAPTION>
Fidelity
International Contra Participant
Fund Fund Loans
ASSETS
<S> <C> <C> <C>
Investments:
Investments in securities
of unaffiliated issuers,
at fair value (Note 3):
Common trust funds $1,292,083 $1,373,251 $ -
Investments in securities
of affiliated issuers,
at fair value (Note 6):
Harley-Davidson, Inc.
Common Stock - - -
Participant Loans - - 2,120,884
Investment in insurance
company guaranteed
investment contracts, at
contract value (Note 4) - - -
---------- --------- ---------
Total investments 1,292,083 1,373,251 2,120,884
Cash - 1,743 7,138
Employer contribution
receivable 101,939 81,086 -
Accrued interest and
dividends 1,108 4 -
---------- --------- ----------
Total Assets 1,395,130 1,456,084 2,128,022
LIABILITIES
Accounts payable 1,102 1,743 7,138
---------- --------- ----------
Net assets available for
plan benefits $1,394,028 $1,454,341 $2,120,884
========== ========= ==========
</TABLE>
See accompanying notes.
<PAGE>
<TABLE>
Holiday Rambler
Employees' Retirement Plan
Statement of Changes in Net Assets
Available for Plan Benefits
Year Ended December 31, 1996
<CAPTION>
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:
Investment income:
Net appreciation in
fair value of
investments
(Note 3): $ 8,515,331 $ 525,981 $ 293,672 $ 365,708 $ 162,928 $ 6,914,413
Interest and
dividends 340,111 37,739 60,091 17,551 75,521 66,095
---------- --------- --------- --------- --------- ----------
Net investment
income 8,855,442 563,720 353,763 383,259 238,449 6,980,508
Contributions:
Employer 727,249 139,609 309,525 83,396 59,118 25,317
Participants 1,832,337 209,577 426,540 168,691 127,302 653,133
---------- --------- --------- ---------- ---------- ----------
2,559,586 349,186 736,065 252,087 186,420 678,450
---------- --------- --------- ---------- ---------- ----------
Total additions 11,415,028 912,906 1,089,828 635,346 424,869 7,658,958
Deductions:
Benefit and withdrawal
payments (30,693,741) (2,578,811) (8,406,820) (1,970,557) (1,750,544) (12,680,903)
Administrative
expenses (35,654) (935) (2,446) (755) (796) (30,055)
Net transfers in
(out) - 279,268 39,032 (98,774) 107,928 (523,615)
---------- --------- --------- ---------- ---------- ----------
Total deductions (30,729,395) (2,300,478) (8,370,234) (2,070,086) (1,643,412) (13,234,573)
---------- --------- --------- ---------- ---------- ----------
Net increase (decrease) (19,314,367) (1,387,572) (7,280,406) (1,434,740) (1,218,543) (5,575,615)
Net assets available
for plan benefits
at beginning of year 41,531,611 3,906,294 10,959,299 3,257,273 2,950,831 15,488,661
---------- --------- --------- ---------- ---------- ----------
Net assets available
for plan benefits
at end of year $22,217,244 $2,518,722 $3,678,893 $1,822,533 $1,732,288 $9,913,046
========== ========== ========= ========== ========== ==========
<CAPTION>
Fidelity
International Contra Participant
Fund Fund Loans
<S> <C> <C> <C>
Additions:
Investment income:
Net appreciation in
fair value of
investments
(Note 3): $ 51,308 $ 201,321 $ -
Interest and
dividends 2,390 (583) 81,307
-------- -------- --------
Net investment income 53,698 200,738 81,307
Contributions:
Employer 42,180 68,104 -
Participants 120,287 126,807 -
-------- -------- --------
162,467 194,911 -
-------- -------- --------
Total additions 216,165 395,649 81,307
Deductions:
Benefit and withdrawal
payments (733,304) (1,049,748) (1,523,054)
Administrative expenses (300) (367) -
Net transfers in
(out) (150,661) 290,466 56,356
-------- -------- ---------
Total deductions (884,265) (759,649) (1,466,698)
-------- -------- ---------
Net increase (decrease) (668,100) (364,000) (1,385,391)
Net assets available for
plan benefits at
beginning of year 1,394,028 1,454,341 2,120,884
--------- --------- ---------
Net assets available
for plan benefits
at end of year $725,928 $1,090,341 $735,493
========= ========== =========
</TABLE>
See accompanying notes.
<PAGE>
<TABLE>
Holiday Rambler
Employees' Retirement Plan
Statement of Changes in Net Assets
Available for Plan Benefits
Year Ended December 31, 1995
<CAPTION>
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:
Investment income:
Net appreciation in
fair value of
investments
(Note 3): $2,956,479 $ 751,879 $ 605,053 $ 583,978 $ 433,686 $ 476,560
Interest and dividends 517,857 78,561 57,681 43,875 93,242 84,821
--------- --------- --------- --------- --------- ----------
Net investment income 3,474,336 830,440 662,734 627,853 526,928 561,381
Contributions:
Employer 1,609,507 154,055 430,302 129,088 109,313 603,724
Participants 4,167,948 429,506 962,512 410,196 263,167 1,584,573
--------- --------- --------- --------- --------- ----------
5,777,455 583,561 1,392,814 539,284 372,480 2,188,297
--------- --------- --------- --------- --------- ----------
Total additions 9,251,791 1,414,001 2,055,548 1,167,137 899,408 2,749,678
Deductions:
Benefit and withdrawal
payments (2,077,282) (148,641) (870,536) (124,866) (88,275) (656,572)
Administrative expenses (113,920) (14,867) (34,800) (13,720) (8,492) (35,787)
Net transfers in (out) - 347,774 (66,377) (211,364) 294,254 (1,039,336)
---------- --------- --------- --------- --------- ----------
Total deductions (2,191,202) 184,266 (971,713) (349,950) 197,487 (1,731,695)
---------- --------- --------- --------- --------- ----------
Net increase (decrease) 7,060,589 1,598,267 1,083,835 817,187 1,096,895 1,017,983
Net assets available for
plan benefits at
beginning of year 34,471,022 2,308,027 9,875,464 2,440,086 1,853,936 14,470,678
----------- --------- --------- --------- --------- ----------
Net assets available
for plan benefits
at end of year $41,531,611 $3,906,294 $10,959,299 $3,257,273 $2,950,831 $15,488,661
=========== ========== =========== ========== ========== ==========
<CAPTION>
Fidelity
International Contra Participant
Fund Fund Loans
<S> <C> <C> <C>
Additions:
Investment income:
Net appreciation in
fair value of
investments (Note 3): $ 69,765 $ 35,558 $ -
Interest and dividends 751 4 158,922
--------- --------- ---------
Net investment income 70,516 35,562 158,922
Contributions:
Employer 101,939 81,086 -
Participants 344,882 173,112 -
--------- ---------- ----------
446,821 254,198 -
--------- ---------- ----------
Total additions 517,337 289,760 158,922
Deductions:
Benefit and withdrawal
payments (70,578) (36) (117,778)
Administrative expenses (5,235) (1,019) -
Net transfers in (out) (747,481) 1,165,636 256,894
--------- ---------- ---------
Total deductions (823,294) 1,164,581 139,116
--------- ---------- ---------
Net increase (decrease) (305,957) 1,454,341 298,038
Net assets available for
plan benefits
at beginning of year 1,699,985 - 1,822,846
--------- --------- ---------
Net assets available
for plan benefits
at end of year $1,394,028 $1,454,341 $2,120,884
========= ========= =========
</TABLE>
See accompanying notes.
<PAGE>
Holiday Rambler
Employees' Retirement Plan
Notes to Financial Statements
December 31, 1996
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 was a wholly owned
subsidiary of Harley Davidson, Inc. During 1996, Harley-Davidson, Inc.
sold substantially all of the assets and related operations of Holiday
Rambler LLC (the "Holiday Rambler disposition"). All participants whose
employment was terminated as a result of the Holiday Rambler disposition,
became 100% vested in the balance of their account attributable to the
Company's contributions. At December 31, 1996, some former Holiday
Rambler LLC employees are still in the process of transferring their
account balances to the Plan(s) of their current employers. Participants
should refer to the Plan Agreement or Summary Plan Description booklet for
a complete description of the Plan.
Company and Participant Contributions
Participants may elect to have up to 16%, up to a limit of $9,500 in 1996,
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 1996 or
1995.
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 and administrative expenses.
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 directed by the participant in any one or
combination of the following funds: MaGic+Fund, Diversified Equity Fund,
Growth Equity Fund, Balanced Fund, Fidelity Contra Fund, International
Fund, and Harley-Davidson, Inc. Common Stock Fund.
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.
All participants whose employment was terminated as a result of the
Holiday Rambler disposition, became 100% vested in the balance of their
account attributable to Company's 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.
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 and related trust are 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.
The Plan is intended to satisfy the requirements under Section 404(c) of
the Employer Retirement Income Security Act of 1974, and therefore,
provides that participants may choose to direct their contributions and/or
all or part of their account balances among any of the Plan's seven
investment alternatives every day.
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 issuer 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 their unpaid principal balance, which approximates fair value.
Insurance company 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.
Use of estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements
and accompanying notes. Actual results could differ from those estimates.
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 1995 and 1994, 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
1996 1995
Common trust funds $1,600,918 $2,479,919
Harley-Davidson, Inc. common stock 6,914,413 476,560
---------- ----------
$8,515,331 $2,956,479
========== ==========
The fair value of individual investments that represent 5% or more of the
Plan's net assets are as follows:
December 31
1996 1995
Common Trust Funds:
MaGic+ Fund $ 3,315,908 $ 9,999,569
Victory Value Fund 2,365,959 3,752,225
Victory International Growth Fund 693,815 1,292,083
American Balanced Fund 1,691,366 2,841,509
Victory Special Value Fund 1,752,807 3,128,175
Fidelity ContraFund 1,028,760 1,373,251
Harley-Davidson, Inc. Common Stock 9,838,980 14,676,128
4. Insurance Company Contracts
The contract values of insurance company contracts owned by the Plan are
summarized as follows:
December 31
1996 1995
Guaranteed investment contracts:
John Alden Life, due
May 16, 1996, 9.38% $ - $500,000
======== ========
The guaranteed investment contracts are subject to restrictions on early
withdrawal that include varying early withdrawal penalties. The estimated
fair value of that contract approximates its contract value. The average
yields on the insurance company investment contracts were the same as
their crediting rates shown above.
5. Plan Termination
The Company is considering merging the Plan with a Harley-Davidson, Inc.
retirement plan; however, no timetable has been established for the merger
or termination of the Plan. All participants whose employment was
terminated as a result of the Holiday Rambler disposition, became 100%
vested in the balance of their account attributable to the Company's
contributions.
6. Transactions with Parties-In-Interest
The following Harley-Davidson, Inc. common stock transactions occurred
during the years ended December 31, 1996 and 1995:
1996 1995
Shares held at beginning of year 510,474 495,587
Shares purchased 81,014 132,149
Shares sold (382,285) (111,370)
Distributions and other 137 (5,892)
-------- --------
Shares held at end of year 209,340 510,474
======== ========
All purchase and sale transactions were executed at market value on the
transaction dates. The Plan received dividends of $60,447 on Harley-
Davidson, Inc. common stock in 1996 and $95,082 in 1995.
<PAGE>
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, 1997 By: /S/ James L. Ziemer
James L. Ziemer
Vice President
<PAGE>
SUPPLEMENTAL SCHEDULES
Holiday Rambler
Employees' Retirement Plan
Assets Held for Investment
December 31, 1996
Current
Description Shares Cost Value
Unaffiliated issuers:
Common trust funds:
Victory Value Fund 166,149 $ 1,897,089 $ 2,365,959
MaGic+ Fund 289,695 3,100,074 3,315,908
American Balanced Fund 116,245 1,584,285 1,691,366
Victory International
Growth Fund 53,247 651,938 693,815
Victory Money Market Fund 28,821 28,821 28,821
Victory Special Value Fund 127,015 1,447,869 1,752,807
Fidelity ContraFund 84,165 887,796 1,028,760
--------- ----------
9,597,872 10,877,436
Affiliated issuer:
Harley-Davidson, Inc.
Common Stock 209,340 5,023,901 9,838,980
Participant loans - 743,482
---------- ----------
Total Investments $14,621,773 $21,459,898
========== ==========
<PAGE>
<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, 1996
<CAPTION>
Number of Number of Cost of Proceeds
Purchase Sales Purchases From Sales Cost of Gain
Transaction Description Transactions Transactions During the Year During the Year Sales* On Disposals*
<S> <C> <C> <C> <C> <C> <C>
Category(iii)--
Series of transactions:
Money Market Fund 276 281 $11,404,204 $11,427,287 $11,427,287 $ -
Victory Value Fund 86 68 999,805 2,809,702 2,310,338 499,364
Discretionary
Victory Special Value Fund
Discretionary 75 73 811,239 2,325,779 1,919,040 406,739
American Balanced Fund 76 66 631,636 1,944,706 1,850,128 94,578
Prism - Magic Fund 74 88 1,664,879 8,642,212 8,328,492 313,720
Fidelity ContraFund 77 54 928,495 1,465,044 1,387,891 77,153
Harley-Davidson, Inc.
Common Stock 133 156 3,039,040 3,414,178 1,901,670 1,512,508
There were no Category (i), (ii) or (iv) reportable transactions during 1996.
*Based on historical cost
</TABLE>
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
23 Consent of Independent Auditors
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 9, 1997, 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, 1996.
ERNST & YOUNG LLP
Milwaukee, Wisconsin
June 27, 1997
