Registration No. 333-_____
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
__________________
HARLEY-DAVIDSON, INC.
(Exact name of registrant as specified in its charter)
Wisconsin 39-1382325
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification No.)
organization)
3700 West Juneau Avenue
Milwaukee, Wisconsin 53208
(Address of principal executive offices) (Zip Code)
Harley-Davidson, Inc. 1998 Director Stock Plan
(Full title of the plan)
Gail A. Lione
Vice President, General Counsel and Secretary
Harley-Davidson, Inc.
3700 West Juneau Avenue
Milwaukee, Wisconsin 53208
(414) 343-4680
(Name, address and telephone number, including area code, of
agent for service)
__________________________
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered(1) Per Share Price Fee
Common
Stock, 100,000 shares $33.50(2) $3,350,000(2) $988.25
$.01 par
value
Preferred
Stock 12,500 rights (3) (3) (3)
Purchase
Rights
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate number of
additional shares of Common Stock that may become issuable as a
result of stock splits, stock dividends, or similar transactions
pursuant to the anti-dilution provisions of the 1998 Director
Stock Plan.
(2) Estimated pursuant to Rule 457(c) under the Securities Act of
1933 solely for the purpose of calculating the registration fee
based on the average of the high and low prices for Harley-
Davidson, Inc. Common Stock on the New York Stock Exchange on
April 27, 1998.
(3) The value attributable to the Preferred Stock Purchase Rights is
reflected in the market price of the Common Stock to which the
Rights are attached.
________________________________
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document or documents containing the information specified
in Part I are not required to be filed with the Securities and Exchange
Commission (the "Commission") as part of this Form S-8 Registration
Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Harley-Davidson, Inc. (the
"Company") with the Commission are hereby incorporated herein by
reference:
1. The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1997.
2. All other reports filed since December 31, 1997 by the
Company pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934, as amended.
3. The description of the Company's Common Stock and Preferred
Stock Purchase Rights contained in Item 4 of the Registration of
Securities of Certain Successor Issuers on Form 8-B, dated June 21, 1991
(File No. 1-8193), including any amendment or report filed for the purpose
of updating such description.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
as amended, after the date of filing of this Registration Statement and
prior to such time as the Company files a post-effective amendment to this
Registration Statement which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold
shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such
documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Harley-Davidson, Inc. 1998 Director Stock Plan (the "Plan")
provides that, in addition to such other rights of indemnification as they
may have as members of the Board of Directors of the Company (the
"Board"), or the Human Resources Committee of the Board (the "Committee"),
the members of the Committee and the Board shall be indemnified by the
Company against all costs and expenses reasonably incurred by them in
connection with any action, suit or proceeding to which they or any of
them may be party by reason of any action taken or failure to act in
connection with the adoption, administration, amendment or termination of
the Plan, and against all amounts paid by them in settlement thereof
(provided such settlement is approved by independent legal counsel
selected by the Company) or paid by them in satisfaction of a judgment in
any such action, suit or proceeding, except a judgment based upon a
finding of bad faith; provided that upon the institution of any such
action, suit or proceeding a Committee or Board member shall, in writing,
give the Company notice thereof and an opportunity, at its own expense, to
handle and defend the same before such Committee or Board member
undertakes to handle and defend it on such member's own behalf.
Article V of the Company's By-Laws requires that the Company
shall, to the fullest extent permitted or required by Sections 180.0850 to
180.0859, inclusive, of the Wisconsin Business Corporation Law, including
any amendments thereto (but in the case of any such amendment, only to the
extent such amendment permits or requires the corporation to provide
broader indemnification rights than prior to such amendment), indemnify
its Directors and Officers against any and all liabilities, and advance
any and all reasonable expenses, incurred thereby in any proceedings to
which any such Director or Officer is a party because he or she is or was
a Director or Officer of the Company. The Company shall also indemnify an
employee who is not a Director or Officer, to the extent that the employee
has been successful on the merits or otherwise in defense of a proceeding,
for all expenses incurred in the proceeding if the employee was a party
because he or she is or was an employee of the Company. The rights to
indemnification granted under the By-Laws shall not be deemed exclusive of
any other rights to indemnification against liabilities or the advancement
of expenses which a Director, Officer or employee may be entitled under
any written agreement, Board resolution, vote of shareholders, the
Wisconsin Business Corporation Law or otherwise. The Company may, but
shall not be required to, supplement the foregoing rights to
indemnification against liabilities and advance of expenses under this
paragraph by the purchase of insurance on behalf of any one or more of
such Directors, Officers or employees, whether or not the Company would be
obligated to indemnify or advance expenses to such Director, Officer or
employee under this paragraph. All capitalized terms used in this
paragraph and not otherwise defined herein shall have the meaning set
forth in Section 180.0850 of the Wisconsin Business Corporation Law.
The Company maintains a liability insurance policy for its
directors and officers as permitted by Wisconsin law which may extend to,
among other things, liability arising under the Securities Act of 1933, as
amended.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The exhibits filed herewith or incorporated herein by reference
are set forth in the attached Exhibit Index.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933, as amended;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement (or
the most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or
furnished to the Securities and Exchange Commission by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934, as amended, that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered herein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933,
each filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in this Registration Statement shall be deemed
to be a new registration statement relating to the securities offered
herein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in
the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Milwaukee, State of Wisconsin,
on May 2, 1998.
HARLEY-DAVIDSON, INC.
By: /s/ Jeffrey L. Bleustein
Jeffrey L. Bleustein
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below as of May 2, 1998, by the
following persons in the capacities indicated. Each person whose
signature appears below constitutes and appoints James M. Brostowitz and
James L. Ziemer, and each of them individually, his or her attorneys-in-
fact and agents, with full power of substitution and resubstitution for
him or her and in his or her name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective
amendments) to the Registration Statement and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
Signatures Title
/s/ Jeffrey L. Bleustein President, Chief Executive Officer
Jeffrey L. Bleustein and Director (Principal Executive
Officer)
/s/ James L. Ziemer Vice President and Chief Financial
James L. Ziemer Officer (Principal Financial
Officer)
/s/ James M. Brostowitz Vice President, Controller and
James M. Brostowitz Treasurer (Principal Accounting
Officer)
/s/ Richard F. Teerlink Chairman of the Board and Director
Richard F. Teerlink
/s/ Barry K. Allen Director
Barry K. Allen
/s/ Richard I. Beattie Director
Richard I. Beattie
/s/ Richard J. Hermon-Taylor Director
Richard J. Hermon-Taylor
/s/ Donald A. James Director
Donald A. James
/s/ Richard G. LeFauve Director
Richard G. LeFauve
/s/ Sara L. Levinson Director
Sara L. Levinson
/s/ James A. Norling Director
James A. Norling
<PAGE>
EXHIBIT INDEX
Harley-Davidson, Inc. 1998 Director Stock Plan
Exhibit No. Exhibit
(4.1) Harley-Davidson, Inc. 1998 Director Stock Plan.
(4.2) Form of Rights Agreement between the Registrant and
Firstar Trust Company (incorporated by reference hereinto
Exhibit 4.6 to the Registrant's Quarterly Report on Form
10-Q for the period ended September 30, 1990 (File No. 1-
9183)).
(4.3) Amendment to Rights Agreement dated as of June 21, 1991
(incorporated by reference herein to Exhibit 4.8 to the
Registrant's Registration Statement on Form 8-B, dated
June 24, 1991 (File No. 1-9183)).
(4.4) Amendment to Rights Agreement dated as of August 23, 1995
(incorporated by reference herein to Exhibit 4 to the
registrant's Quarterly Report on Form 10-Q for the period
ended September 24, 1995 (File No. 1-9183)).
(5) Opinion of Foley & Lardner
(23.1) Consent of Ernst & Young LLP
(23.2) Consent of Foley & Lardner (contained in Exhibit (5)
hereto)
HARLEY-DAVIDSON, INC.
1998 DIRECTOR STOCK PLAN
ARTICLE I
Purpose
The purpose of the Harley-Davidson, Inc. 1998 Director Stock
Plan is to provide favorable opportunities for non-employee directors of
Harley-Davidson, Inc. to purchase shares of Common Stock of Harley-
Davidson, Inc., or to benefit from the appreciation thereof. Such
opportunities should provide an increased incentive for these directors to
contribute to the future success and prosperity of Harley-Davidson, Inc.,
thus enhancing the value of the stock for the benefit of the shareholders,
and increase the ability of Harley-Davidson, Inc. to attract and retain
individuals of exceptional skill upon whom, in large measure, its
sustained growth and profitability depend.
ARTICLE II
Definitions
The following capitalized terms used in the Plan shall have the
respective meanings set forth in this Article:
2.1. Annual Retainer Fee: The annual retainer fee
then in effect for service on the Board as voted by the Board,
exclusive of any Board or committee meeting fees.
2.2. Board: The Board of Directors of the Company.
2.3. Code: The Internal Revenue Code of 1986, as amended.
2.4. Committee: The Human Resources Committee of the
Board; provided that if any member of the Human Resources
Committee is not a Disinterested Person, the Committee shall be
comprised of only those members of the Human Resources Committee
who are Disinterested Persons.
2.5. Common Stock: The common stock of the Company.
2.6. Company: Harley-Davidson, Inc.
2.7. Disinterested Persons: Non-employee directors within
the meaning of Rule 16b-3 as promulgated under the Securities
Exchange Act of 1934, as amended.
2.8. Fair Market Value: The average of the high and low
reported sales prices of Common Stock on the New York Stock
Exchange Composite Tape on the date for which fair market value
is being determined.
2.9. Option: A stock option granted under the Plan.
2.10. Option Price: The purchase price of a share of
Common Stock under an Option.
2.11. Optionee: A person who has been granted one or
more Options.
2.12. Outside Director: Each member of the Board who
is not also an employee of the Company or any Subsidiary
(including members of the Committee).
2.13. Plan: The Harley-Davidson, Inc. 1998 Director
Stock Plan.
2.14. Share Election: An election by an Outside
Director to receive 50% or 100% of his or her Annual Retainer
Fee to be paid in each calendar year in the form of Common
Stock.
2.14. Subsidiary: A corporation, limited, partnership,
general partnership, limited liability company, business trust
or other entity of which more than fifty percent (50%) of the
voting power or ownership interest is directly and/or indirectly
held by the Company.
2.15. Termination Date: The day preceding the tenth
anniversary of the date on which the Option is granted.
ARTICLE III
Administration
3.1. The Committee: The Committee shall administer the Plan and
shall have full power to construe and interpret the Plan, establish and
amend rules and regulations for its administration, and perform all other
acts relating to the Plan, including the delegation of administrative
responsibilities, which it believes reasonable and proper.
3.2. Actions Final: Any decision made, or action taken, by the
Committee arising out of or in connection with the interpretation and
administration of the Plan shall be final and conclusive.
ARTICLE IV
Shares Subject to the Plan
4.1. The total number of shares of Common Stock available for
delivery under the Plan shall be 100,000. The foregoing amount shall be
subject to adjustment in accordance with Article VIII of the Plan. If an
Option or portion thereof shall expire, be canceled or terminate for any
reason without having been exercised in full, the unpurchased shares
covered by such Options shall be available for future grants of Options.
Shares of Common Stock to be delivered under the Plan shall be made
available solely from authorized and issued shares of Common Stock
reacquired and held as treasury shares. In no event shall the Company be
required to deliver fractional shares of Common Stock under the Plan.
Whenever under the terms of the Plan a fractional share of Common Stock
would otherwise be required to be delivered, there shall be delivered in
lieu thereof one full share of Common Stock.
ARTICLE V
Eligibility
5.1. Only Outside Directors shall be entitled to participate in
the Plan.
ARTICLE VI
Options
6.l. Option Grants: Each Outside Director who serves as a
member of the Board immediately following an annual meeting of
shareholders of the Company shall automatically be granted on the first
business day after such meeting (the "Grant Date") an Option for the
purchase of such number of shares of Common Stock (rounded up to the
nearest multiple of 100) whose Fair Market Value on the Grant Date shall
equal the Optionee's Annual Retainer Fee. Each such Option shall be in
addition to, and not in lieu of, the Optionee's Annual Retainer Fee.
6.2. Option Agreements: All Options shall be evidenced by
written agreements executed by the Company. Such options shall be subject
to the applicable provisions of the Plan, and shall contain such
provisions as are required by the Plan and any other provisions the
Committee may prescribe. All agreements evidencing Options shall specify
the total number of shares subject to each grant, the Option Price and the
Termination Date.
6.3. Option Price: The Option Price shall be the Fair Market
Value of a share of Common Stock on the Grant Date.
6.4. Period of Exercise: Options shall be exercisable from and
after the Grant Date and shall terminate one year after the Optionee
ceases to serve as a member of the Board for any reason, except that as to
any Optionee who is removed from the Board for cause in accordance with
the Company's Restated Articles of Incorporation, the Options held by the
Optionee shall terminate immediately on such removal. In any event, no
Option or portion thereof shall be exercisable after the Termination Date.
6.5. Manner of Exercise and Payment: An Option, or portion
thereof, shall be exercised by delivery of a written notice of exercise to
the Company and payment of the full price of the shares being purchased
pursuant to the Option. An Optionee may exercise an Option with respect
to less than the full number of shares for which the Option may then be
exercised, but an Optionee must exercise the Option in full shares of
Common Stock. The price of Common Stock purchased pursuant to an Option,
or portion thereof, may be paid:
a. in United States dollars in cash or by check, bank
draft or money order payable to the order of the Company,
b. through the delivery of shares of Common Stock with an
aggregate Fair Market Value on the date of exercise equal to the
Option Price,
c. by delivery (including by fax) to the Company or its
designated agent of an executed irrevocable option exercise form
together with irrevocable instructions to a broker-dealer to
sell or margin a sufficient portion of the shares of Common
Stock and deliver the sale or margin loan proceeds directly to
the Company to pay for the exercise price, or
d. by any combination of the above methods of payment.
The Committee shall determine acceptable methods for tendering Common
Stock as payment upon exercise of an Option and may impose such
limitations and prohibitions on the use of Common Stock to exercise an
Option as it deems appropriate, including, without limitation, any
limitation or prohibition designed to avoid certain accounting
consequences which may result from the use of Common Stock as payment upon
exercise of an Option.
6.6. Nontransferability of Options: Except as may be otherwise
provided by the Committee, each Option shall, during the Optionee's
lifetime, be exercisable only by the Optionee and neither it nor any right
hereunder shall be transferable otherwise than by will or the laws of
descent and distribution or be subject to attachment, execution or other
similar process. In the event of any attempt by the Optionee to alienate,
assign, pledge, hypothecate or otherwise dispose of an Option or of any
right hereunder, except as provided for herein, or in the event of any
levy or any attachment, execution or similar process upon the rights or
interest hereby conferred, the Company may terminate the Option by notice
to the Optionee and the Option shall thereupon become null and void.
ARTICLE VII
Share Election
7.1. Election: At any time or from time to time each Outside
Director may make a Share Election. The Share Election (i) must be in
writing and delivered to the Secretary of the Company, (ii) shall be
effective commencing on the date the Secretary receives the Share Election
or such later date as may be specified in the Share Election, and (iii)
shall remain in effect unless modified or revoked by a subsequent Share
Election in accordance with the provisions hereof. If an Outside Director
has not made a Share Election, the Director will be deemed to have elected
to receive 0% of his or her Annual Retainer Fee in the form of Common
Stock.
7.2 Transfer of Shares: Shares of Common Stock issuable to an
Outside Director pursuant to a Share Election shall be transferred to such
Outside Director as of the first business day following each annual
meeting of the shareholders of the Company. The total number of shares of
Common Stock to be so transferred shall be determined by dividing (x) the
dollar amount of the Annual Retainer Fee payable for the applicable year
to which the Share Election applies, by (y) the Fair Market Value of a
share of Common Stock on the first business day following each annual
meeting of the shareholders of the Company.
7.3 Annual Retainer Fee Deferral: Notwithstanding Section 7.1,
if an Outside Director has elected to defer receipt of some or all of his
or her Annual Retainer Fee, no Share Election that conflicts with the
election to defer receipt will be effective until such time as the
election to defer receipt is no longer in conflict with the Share
Election.
ARTICLE VIII
Adjustments
8.1. If (a) the Company shall at any time be involved in a
merger or other transaction in which the Common Stock is changed or
exchanged; or (b) the Company shall declare a dividend payable in, or
shall subdivide or combine, its Common Stock; or (c) any other event shall
occur which in the judgment of the Committee necessitates an adjustment to
prevent dilution or enlargement of the benefits or potential benefits
intended to be made available under the Plan, then the Committee may, in
such manner as it may deem equitable, adjust any or all of (i) the number
and type of securities subject to the Plan; (ii) the number and type of
securities subject to outstanding Options; and (iii) the Option Price with
respect to any Option; provided, however, that Options subject to grant or
previously granted to Optionees under the Plan at the time of any such
event shall be subject to only such adjustment as shall be necessary to
maintain the proportionate interest of the Optionee and preserve, without
exceeding, the value of such Options. The judgment of the Committee with
respect to any matter referred to in this Article shall be conclusive and
binding upon each Optionee.
ARTICLE IX
Amendment and Termination of Plan
9.1. General Powers: The Board of Directors may at any time
terminate or suspend the Plan. Subject to applicable limitations set
forth in New York Stock Exchange rules, the Code or Rule 16b-3 under the
Securities Exchange Act of 1934, the Board of Directors may amend the Plan
as it shall deem advisable including (without limiting the generality of
the foregoing) any amendments deemed by the Board of Directors to be
necessary or advisable to assure conformity of the Plan with any
requirements of state and federal laws or regulations now or hereafter in
effect; provided, however, that the Board of Directors may not amend
either the provisions of Section 6.1 or the amount of the Annual Retainer
Fee more often than once in any six month period or more often than once
in any calendar year.
9.2. No Impairment: No amendment, suspension or termination of
this Plan shall, without the Optionee's consent, alter or impair any of
the rights or obligations under any Option theretofore granted to an
Optionee under the Plan.
ARTICLE X
Government and Other Regulations
10.1. The obligation of the Company to issue or transfer and
deliver shares of Common Stock under the Plan shall be subject to all
applicable laws, regulations, rules, orders and approvals which shall then
be in effect and required by governmental entities and the stock exchanges
on which Common Stock is traded.
ARTICLE XI
Miscellaneous Provisions
11.1. Plan Does Not Confer Shareholder Rights: Neither an
Optionee nor any person entitled to exercise the Optionee's rights in the
event of the Optionee's death shall have any rights of a shareholder with
respect to the shares subject to each Option, except to the extent that,
and until, such shares shall have been issued upon the exercise of each
Option.
11.2. Plan Expenses: Any expenses of administering this
Plan shall be borne by the Company.
11.3. Use of Exercise Proceeds: Payment received from
Optionees upon the exercise of Options shall be used for the general
corporate purposes of the Company, except that any stock received in
payment may be retired, or retained in the Company's treasury and
reissued.
11.4. Indemnification: In addition to such other rights of
indemnification as they may have as members of the Board or the Committee,
the members of the Committee and the Board shall be indemnified by the
Company against all costs and expenses reasonably incurred by them in
connection with any action, suit or proceeding to which they or any of
them may be party by reason of any action taken or failure to act in
connection with the adoption, administration, amendment or termination of
the Plan, and against all amounts paid by them in settlement thereof
(provided such settlement is approved by independent legal counsel
selected by the Company) or paid by them in satisfaction of a judgment in
any such action, suit or proceeding, except a judgment based upon a
finding of bad faith; provided that upon the institution of any such
action, suit or proceeding a Committee or Board member shall, in writing,
give the Company notice thereof and an opportunity, at its own expense, to
handle and defend the same before such Committee or Board member
undertakes to handle and defend it on such member's own behalf.
11.5. Withholding Taxes: The Company may, in its
discretion, require an Outside Director to pay to the Company at the time
of exercise of an Option or issuance of Common Stock under the Plan the
amount that the Company deems necessary to satisfy its obligation to
withhold Federal, state or local income, FICA or other taxes incurred by
the reason of the exercise or issuance. Upon or prior to the exercise of
an Option or receipt of Common Stock requiring tax withholding, an Outside
Director may make a written election to have shares of Common Stock
withheld by the Company from the shares otherwise to be received. The
number of shares so withheld shall have an aggregate Fair Market Value on
the date of exercise sufficient to satisfy the applicable withholding
taxes. The acceptance of any such election by an Optionee shall be at the
sole discretion of the Committee.
ARTICLE XII
Effective Date
12.1. The Plan shall become effective on May 2, 1998.
Options may not be granted under the Plan after May 2, 2008.
F O L E Y & L A R D N E R
A T T O R N E Y S A T L A W
CHICAGO FIRSTAR CENTER SAN DIEGO
JACKSONVILLE 777 EAST WISCONSIN AVENUE SAN FRANCISCO
LOS ANGELES MILWAUKEE, WISCONSIN 53202-5367 TALLAHASSEE
MADISON TELEPHONE (414) 271-2400 TAMPA
ORLANDO FACSIMILE (414) 297-4900 WASHINGTON, D.C.
SACRAMENTO WEST PALM BEACH
WRITER'S DIRECT LINE
May 4, 1998
Harley-Davidson, Inc.
3700 West Juneau Avenue
Milwaukee, Wisconsin 53208
Ladies and Gentlemen:
We have acted as counsel for Harley-Davidson, Inc., a Wisconsin
corporation (the "Company"), in conjunction with the preparation of a Form
S-8 Registration Statement (the "Registration Statement") to be filed by
the Company with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Securities Act"), relating to
100,000 shares of the Company's common stock, $0.01 par value (the "Common
Stock"), and related Preferred Stock Purchase Rights (the "Rights"), which
may be issued pursuant to the Harley-Davidson, Inc. 1998 Director Stock
Plan. The terms of the Rights are as set forth in that certain Form of
Rights Agreement, dated as of August 6, 1998, as amended, by and between
the Company and Firstar Trust Company (the "Rights Agreement").
We have examined: (i) the Plan; (ii) the Registration
Statement; (iii) the Rights Agreement; (iv) the Company's Restated
Articles of Incorporation and Bylaws, as amended to date; (v) resolutions
of the Company's Board of Directors relating to the Plan; and (vi) such
other documents and records as we have deemed necessary to enable us to
render this Opinion.
Based upon the foregoing, we are of the opinion that:
1. The Company is a corporation validly existing under the
laws of the State of Wisconsin.
2. The Common Stock, when delivered from treasury and paid for
in the manner set forth in the Plan, will be validly issued, fully paid
and nonassessable and no personal liability will attach to the ownership
thereof, except with respect to wage claims of employees of the Company
for services performed not to exceed six (6) months service in any one
case, as provided in Section 180.0622(2)(b) of the Wisconsin Business
Corporation Law.
3. The Rights to be issued with the Common Stock when issued
pursuant to the terms of the Rights Agreement will be validly issued.
We consent to the use of this opinion as an Exhibit to the
Registration Statement. In giving our consent, we do not admit that we
are "experts" within the meaning of Section 11 of the Securities Act or
within the category of persons whose consent is required by Section 7 of
said Act.
Very truly yours,
/s/ Foley & Lardner
FOLEY & LARDNER
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
on Form S-8, pertaining to the Harley-Davidson, Inc. Director Stock Plan
of our report dated January 17, 1998, with respect to the consolidated
financial statements and schedules of Harley-Davidson, Inc. included in
its Annual Report (Form 10-K) for the year ended December 31, 1997, filed
with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Milwaukee, Wisconsin
May 4, 1998
