Registration No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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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 organization) Identification No.)
3700 West Juneau Avenue
Milwaukee, Wisconsin 53208
(Address of principal executive offices) (Zip Code)
Harley-Davidson Retirement Savings Plan for Salaried Employees
Harley-Davidson Retirement Savings Plan for Milwaukee
and Tomahawk Hourly Bargaining Unit Employees
Harley-Davidson Retirement Savings Plan for Kansas City
Hourly Bargaining Unit Employees
Harley-Davidson Retirement Savings Plan for York
Hourly Bargaining Unit Employees
Buell Motorcycle Company Retirement Savings Plan
(Full title of the plans)
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Gail A. Lione, Esq.
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)
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- -------------------- ------------------- ------------------ ----------------- ----------------
Title of Amount Proposed Maximum Proposed Maximum
Securities to be to be Offering Price Aggregate Amount of
Registered Registered Per Share Offering Registration
Price Fee
- -------------------- ------------------- ------------------ ----------------- ----------------
<S> <C> <C> <C> <C>
Common Stock, 600,000 shares $59.875(1) $35,925,000(1) $9,484.20
$.01 par value
Preferred Stock 75,000 rights (2) (2) (2)
Purchase Rights
- -------------------- ------------------- ------------------ ----------------- ----------------
(1)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 consolidated reporting system on December 22, 1999.
(2)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.
</TABLE>
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In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plans described herein.
<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 with the Commission by
Harley-Davidson, Inc. (the "Company") or the Harley-Davidson Retirement Savings
Plan for Salaried Employees (the "Salaried Employees Plan"), the Harley-Davidson
Retirement Savings Plan for Milwaukee and Tomahawk Hourly Bargaining Unit
Employees (the "Milwaukee and Tomahawk Plan"), the Harley-Davidson Retirement
Savings Plan for Kansas City Hourly Bargaining Unit Employees (the "Kansas City
Plan"), the Harley-Davidson Retirement Savings Plan for York Hourly Bargaining
Unit Employees (the "York Plan") or the Buell Motorcycle Company Retirement
Savings Plan (the "Buell Plan" and together with the Salaried Employees Plan,
the Milwaukee and Tomahawk Plan, the Kansas City Plan and the York Plan, the
"Plans") are hereby incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for its fiscal year
ended December 31, 1998.
2. Each of the Salaried Employee Plan's and the Milwaukee and
Tomahawk Plan's Annual Reports on Form 11-K for the fiscal year ended December
31, 1998.
3. All other reports filed by the Company since December 31, 1998
pursuant to Section 13(a) or 15 (d) of the Securities Exchange Act of 1934, as
amended.
4. 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 or the Plans
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
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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.
None.
Item 6. Indemnification of Directors and Officers.
The Plans provide that, to the maximum extent allowed by law and
to the extent not otherwise indemnified, the Company shall indemnify the
Administrator, and any other current or former officer, director or employee of
the Company, against any and all claims, losses, damages, and expenses
(including counsel fees) incurred by such persons and any liability, including
any amounts paid in settlement with the Company's approval, arising from such
person's action or failure to act with regard to Plan management or
administration.
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 advancement 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.
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<PAGE>
The indemnification provided by the Wisconsin Business
Corporation Law and the Company's By-Laws is not exclusive of any other rights
to which a director or officer of the Company may be entitled. The general
effect of the foregoing provisions may be to reduce the circumstances which an
officer or director may be required to bear the economic burden of the foregoing
liabilities and expense.
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.
The undersigned Registrant hereby undertakes to submit the Kansas
City Plan, the York Plan and the Buell Plan to the Internal Revenue Service
("IRS") in a timely manner and will make all changes required by the IRS in
order to qualify such plans under Section 401 of the Internal Revenue Code of
1986, as amended (the "Code").
The undersigned Registrant has submitted the Salaried Employees
Plan and the Milwaukee and Tomahawk Plan to the IRS in a timely manner and has
made all changes required by the IRS in order to qualify such plans under
Section 401 of the Code.
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;
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(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, as amended, 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, as
amended, each filing of the Registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the Securities Exchange Act of 1934, as amended, 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, as amended, 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.
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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 December 30,1999.
HARLEY-DAVIDSON, INC.
By: /s/ Jeffrey L. Bleustein
Jeffrey L. Bleustein
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below as of December 30, 1999, by the
following persons in the capacities indicated. Each person whose signature
appears below constitutes and appoints James L. Ziemer, James M. Brostowitz and
Gail A. Lione 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 or she 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 or her substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
Signatures Title
/s/ Jeffrey L. Bleustein Chairman, Chief Executive Officer and Director
- -------------------------------- (Principal Executive Officer)
Jeffrey L. Bleustein
/s/ James L. Ziemer Vice President and Chief Financial Officer
- -------------------------------- (Principal Financial Officer)
James L. Ziemer
/s/ James M. Brostowitz Vice President, Controller and Treasurer
- -------------------------------- (Principal Accounting Officer)
James M. Brostowitz
S-1
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/s/ Barry K. Allen Director
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Barry K. Allen
/s/ Richard I. Beattie Director
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Richard I. Beattie
/s/ Richard J. Hermon-Taylor Director
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Richard J. Hermon-Taylor
/s/ Donald A. James Director
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Donald A. James
/s/ Richard G. LeFauve Director
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Richard G. LeFauve
/s/ Sara L. Levinson Director
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Sara L. Levinson
/s/ James A. Norling Director
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James A. Norling
/s/ Richard F. Teerlink Director
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Richard F. Teerlink
S-2
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Pursuant to the requirements of the Securities Act of 1933, as
amended, the Harley-Davidson Retirement Plans Committee, which administers the
Harley-Davidson Retirement Savings Plan for Salaried Employees has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Milwaukee, and the State of Wisconsin,
on this 30th day of December, 1999.
HARLEY-DAVIDSON RETIREMENT SAVINGS
PLAN FOR SALARIED EMPLOYEES
By: /s/ James L. Ziemer
James L. Ziemer
By:
James M. Brostowitz
By: /s/ Gail A. Lione
Gail A. Lione
The foregoing persons are all members of the
Harley-Davidson Retirement Plans Committee,
which is the administrator of the
Harley-Davidson Retirement Savings Plan for
Salaried Employees
S-3
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Pursuant to the requirements of the Securities Act of 1933, as
amended, the Harley-Davidson Retirement Plans Committee, which administers the
Harley-Davidson Retirement Savings Plan for Milwaukee and Tomahawk Hourly
Bargaining Unit Employees has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Milwaukee, and the State of Wisconsin, on this 30th day of December, 1999.
HARLEY-DAVIDSON RETIREMENT SAVINGS
PLAN FOR MILWAUKEE AND TOMAHAWK
HOURLY BARGAINING UNIT EMPLOYEES
By: /s/ James L. Ziemer
James L. Ziemer
By:
James M. Brostowitz
By: /s/ Gail A. Lione
Gail A. Lione
The foregoing persons are all members of the
Harley-Davidson Retirement Plans Committee,
which is the administrator of the
Harley-Davidson Retirement Savings Plan for
Milwaukee and Tomahawk Hourly Bargaining
Unit Employees
S-4
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Harley-Davidson Retirement Plans Committee, which administers the
Harley-Davidson Retirement Savings Plan for Kansas City Hourly Bargaining Unit
Employees has duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Milwaukee, and the
State of Wisconsin, on this 30th day of December, 1999.
HARLEY-DAVIDSON RETIREMENT SAVINGS
PLAN FOR KANSAS CITY HOURLY
BARGAINING UNIT EMPLOYEES
By: /s/ James L. Ziemer
James L. Ziemer
By:
James M. Brostowitz
By: /s/ Gail A. Lione
Gail A. Lione
The foregoing persons are all members of the
Harley-Davidson Retirement Plans Committee,
which is the administrator of the
Harley-Davidson Retirement Savings Plan for
Kansas City Hourly Bargaining Unit Employees
S-5
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Harley-Davidson Retirement Plans Committee, which administers the
Harley-Davidson Retirement Savings Plan for York Hourly Bargaining Unit
Employees, has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Milwaukee,
and the State of Wisconsin, on this 30th day of December, 1999.
HARLEY-DAVIDSON RETIREMENT SAVINGS
PLAN FOR YORK HOURLY BARGAINING
UNIT EMPLOYEES
By: /s/ James L. Ziemer
James L. Ziemer
By:
James M. Brostowitz
By: /s/ Gail A. Lione
Gail A. Lione
The foregoing persons are all members of the
Harley-Davidson Retirement Plans Committee,
which is the administrator of the
Harley-Davidson Retirement Savings Plan for
York Hourly Bargaining Unit Employees
S-6
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Harley-Davidson Retirement Plans Committee, which administers the
Buell Motorcycle Company Retirement Savings Plan, has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Milwaukee, and the State of Wisconsin, on this
30th day of December, 1999.
BUELL MOTORCYCLE COMPANY
RETIREMENT SAVINGS PLAN
By: /s/ James L. Ziemer
James L. Ziemer
By:
James M. Brostowitz
By: /s/ Gail A. Lione
Gail A. Lione
The foregoing persons are all members of the
Harley-Davidson Retirement Plans Committee,
which is the administrator of the Buell
Motorcycle Company Retirement Savings Plan
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<PAGE>
EXHIBIT INDEX
Exhibit No. Exhibit
(4.1) Form of Rights Agreement between the Registrant and Firstar Trust
Company (incorporated by reference herein to Exhibit 4.6 to the
Registrant's Quarterly Report on Form 10-Q for the period ended
September 30, 1990 (File No. 1-9183)).
(4.2) 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)).
(4.3) 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)).
(4.4) Amendment to Rights Agreement dated as of February 19, 1999
(incorporated by reference to Exhibit 4.4 to the Registrant's Current
Report on Form 8-K dated February 18, 1999 (File No. 1-9183)).
(23) Consent of Ernst & Young LLP.
(24) Powers of Attorney relating to subsequent amendments (included on the
signature page to this Registration Statement).
E-1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Harley-Davidson Retirement Savings Plan for Salaried
Employees, Harley-Davidson Retirement Savings Plan for Milwaukee and Tomahawk
Bargaining Unit Employees, Harley-Davidson Retirement Savings Plan for Kansas
City Hourly Bargaining Unit Employees, Harley-Davidson Retirement Savings Plan
for York Hourly Bargaining Unit Employees and the Buell Motorcycle Company
Retirement Savings Plan of Harley-Davidson, Inc. (collectively the "Plans") of
our reports (a) dated January 16, 1999, with respect to the consolidated
financial statements and schedules of Harley-Davidson, Inc. incorporated by
reference in its Annual Report (Form 10-K) and (b) dated May 7, 1999, with
respect to the financial statements and schedules of the Harley-Davidson
Retirement Savings Plan for Salaried Employees and the Harley-Davidson
Retirement Savings Plan for Milwaukee and Tomahawk Bargaining Unit Employees
included in the Plans' Annual Reports (Forms 11-K), both for the year ended
December 31, 1998, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Milwaukee, Wisconsin
December 30, 1999
