SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
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Date of Report
(Date of earliest
event reported): February 17, 2000
Harley-Davidson, Inc.
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(Exact name of registrant as specified in its charter)
Wisconsin 1-9183 39-1382325
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
3700 West Juneau Avenue, Milwaukee, Wisconsin 53208
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(Address of principal executive offices, including zip code)
(414) 342-4680
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(Registrant's telephone number)
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Item 5. Other Events.
On February 17, 2000, the Board of Directors of Harley-Davidson, Inc.
(the "Company") declared a dividend of one preferred share purchase right (a
"Right") for each outstanding share of common stock, $.01 par value (the "Common
Shares"), of the Company. The dividend is payable upon the close of business on
August 20, 2000 to the shareholders of record on that date (the "Record Date").
The Common Shares outstanding on the Record Date will include the Common Shares
the Company will issue in connection with the two-for-one split of the Common
Shares (the "Stock Split") effective for shareholders of record on March 22,
2000 and payable on April 7, 2000. Each Right will entitle the registered holder
to purchase from the Company one ten-thousandth of a share of Series A Junior
Participating Preferred Stock, $1.00 par value (the "Preferred Shares"), of the
Company at a price of $175 per one ten-thousandth of a Preferred Share, subject
to adjustment (the "Purchase Price"). The description and terms of the Rights
are set forth in a Rights Agreement (the "Rights Agreement") between the Company
and Firstar Bank, N.A., as Rights Agent (the "Rights Agent"). The Preferred
Stock Purchase Rights that are currently outstanding under the Company's
existing rights agreement expire upon the close of business on August 20, 2000.
Until the earlier to occur of (i) 10 days following a public
announcement that a person or group of affiliated or associated persons (other
than the Company, a subsidiary of the Company or an employee benefit plan of the
Company or a subsidiary) (an "Acquiring Person") has acquired beneficial
ownership of 15% or more of the outstanding Common Shares (the "Shares
Acquisition Date") or (ii) 10 business days (or such later date as may be
determined by action of the Company's Board of Directors prior to such time as
any person becomes an Acquiring Person) following the commencement of, or
announcement of an intention to make, a tender offer or exchange offer the
consummation of which would result in the beneficial ownership by a person or
group (other than the Company, a subsidiary of the Company or an employee
benefit plan of the Company or a subsidiary) of 25% or more of such outstanding
Common Shares (the earlier of such dates being called the "Distribution Date"),
the Rights will be evidenced, with respect to any of the Common Share
certificates outstanding as of the Record Date, by such Common Share
certificate.
The Rights Agreement provides that, until the Distribution Date (or
earlier redemption or expiration of the Rights), the Rights will be transferred
with and only with the Common Shares. Until the Distribution Date (or earlier
redemption or expiration of the Rights), new Common Share certificates issued
after the Record Date, upon transfer or new issuance of Common Shares, will
contain a notation incorporating the Rights Agreement by reference. Until the
Distribution Date (or earlier redemption or expiration of the Rights), the
surrender for transfer of any certificates for Common Shares, outstanding as of
the Record Date, even without such notation, will also constitute the transfer
of the Rights associated with the Common Shares represented by such certificate.
As soon as practicable following the Distribution Date, separate certificates
evidencing the Rights ("Right Certificates") will be mailed to holders of record
of the Common Shares as of the close of business on the Distribution Date and
such separate Right Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date. The Rights
will expire on August 20, 2010 (the "Final Expiration Date"), unless the Rights
are earlier redeemed or exchanged by the Company, or the Rights Agreement is
amended, in each case as described below.
The Purchase Price payable, and the number of Preferred Shares or
other securities or property issuable, upon exercise of the Rights are subject
to adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the
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Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of
certain rights or warrants to subscribe for or purchase Preferred Shares at a
price, or securities convertible into Preferred Shares with a conversion price,
less than the then current market price of the Preferred Shares or (iii) upon
the distribution to holders of the Preferred Shares of evidences of indebtedness
or assets (excluding regular quarterly cash dividends or dividends payable in
Preferred Shares) or of subscription rights or warrants (other than those
referred to above).
The number of outstanding Rights and the number of one ten-thousandths
of a Preferred Share issuable upon exercise of each Right are also subject to
adjustment in the event of a stock split of the Common Shares or a stock
dividend on the Common Shares payable in Common Shares or subdivisions,
consolidations or combinations of the Common Shares occurring, in any such case,
after the Record Date and prior to the Distribution Date.
Preferred Shares purchasable upon the exercise of Rights will not be
redeemable. Each Preferred Share will be entitled to a minimum preferential
quarterly dividend payment of $1.00 per share but will be entitled to an
aggregate dividend of 10,000 times the dividend declared per Common Share. In
the event of liquidation, the holders of the Preferred Shares will be entitled
to a minimum preferential liquidation payment of $100 per share but will be
entitled to an aggregate payment of 10,000 times the payment made per Common
Share. Each Preferred Share will have 10,000 votes, voting together with the
Common Shares. Finally, in the event of any merger, consolidation or other
transaction in which Common Shares are exchanged, each Preferred Share will be
entitled to receive 10,000 times the amount received per Common Share. These
rights are protected by customary antidilution provisions.
Because of the nature of the Preferred Shares' dividend, voting and
liquidation rights, the value of the one ten-thousandth interest in a Preferred
Share purchasable upon exercise of each Right should approximate the value of
one Common Share as of the Record Date.
In the event that any person becomes an Acquiring Person (a "Flip-In
Event"), each holder of a Right (except as otherwise provided in the Rights
Agreement) will thereafter have the right to receive upon exercise that number
of Common Shares (or, in certain circumstances cash, property or other
securities of the Company or a reduction in the Purchase Price) having a market
value of two times the then current Purchase Price. Notwithstanding any of the
foregoing, following the occurrence of a Flip-In Event all Rights that are, or
(under certain circumstances specified in the Rights Agreement) were, or
subsequently become beneficially owned by an Acquiring Person, related persons
and transferees will be null and void.
In the event that, at any time following the Shares Acquisition Date,
(i) the Company is acquired in a merger or other business combination
transaction or (ii) 50% or more of its consolidated assets or earning power are
sold (the events described in clauses (i) and (ii) are herein referred to as
"Flip-Over Events"), proper provision will be made so that each holder of a
Right (except as otherwise provided in the Rights Agreement) will thereafter
have the right to receive, upon the exercise thereof at the then current
Purchase Price, that number of shares of common stock of the acquiring company
which at the time of such transaction will have a market value of two times the
then current Purchase Price.
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional Preferred Shares will be issued (other than
fractions which are integral multiples of one ten-thousandth
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of a Preferred Share, which may, at the election of the Company, be evidenced by
depositary receipts). In lieu thereof, an adjustment in cash will be made based
on the market price of the Preferred Shares on the last trading day prior to the
date of exercise.
The Purchase Price is payable by certified check, cashier's check,
bank draft or money order or, if so provided by the Company, the Purchase Price
following the occurrence of a Flip-In Event and until the first occurrence of a
Flip-Over Event may be paid in Common Shares having an equivalent value.
At any time after a person becomes an Acquiring Person and prior to
the acquisition by such Acquiring Person of 50% or more of the outstanding
Common Shares, the Board of Directors of the Company may exchange the Rights
(other than Rights owned by any Acquiring Person which have become void), in
whole or in part, at an exchange ratio of one Common Share, or one
ten-thousandth of a Preferred Share (or of a share of a class or series of the
Company's preferred stock having equivalent rights, preferences and privileges),
per Right (subject to adjustment).
At any time prior to a person becoming an Acquiring Person, the Board
of Directors of the Company may redeem the Rights in whole, but not in part, at
a price of $.01 per Right (the "Redemption Price"). The redemption of the Rights
may be made effective at such time, on such basis and with such conditions as
the Board of Directors in its sole discretion may establish. Immediately upon
any redemption of the Rights, the right to exercise the Rights will terminate
and the only right of the holders of Rights will be to receive the Redemption
Price.
Other than amendments that would change the Redemption Price or move
to an earlier date the final expiration date of the Rights, the terms of the
Rights may be amended by the Board of Directors of the Company without the
consent of the holders of the Rights, including an amendment to lower the
threshold for exercisability of the Rights from 25% or 15%, as the case may be,
to not less than 10%, with appropriate exceptions for any person then
beneficially owning a percentage of the number of Common Shares then outstanding
equal to or in excess of the new threshold, except that from and after the later
of the Record Date and such time as any person becomes an Acquiring Person no
such amendment may adversely affect the interests of the holders of the Rights.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including, without limitation, the right
to vote or to receive dividends.
While distribution of the Rights will not constitute a taxable event
to the shareholders or the Company, the shareholders may, depending on the
circumstances, recognize taxable income in the event that the Rights become
exercisable for Preferred Shares (or other consideration) of the Company or for
common stock of the acquiring company, as set forth above.
As of February 17, 2000 (prior to the Stock Split discussed above),
there were 151,571,374 Common Shares issued and outstanding. Each outstanding
Common Share upon the close of business on August 20, 2000 will receive one
Right. As long as the Rights are attached to the Common Shares, the Company will
issue one Right for each Common Share which becomes outstanding between the
Record Date and the Distribution Date so that all such shares will have attached
Rights. The Company's Board of Directors has initially reserved 100,000
Preferred Shares for issuance upon exercise of the Rights, effective on the
Record Date.
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The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
without conditioning the offer on redemption of the Rights or on a substantial
number of Rights being acquired. The Rights should not interfere with any merger
or other business combination approved by the Board of Directors of the Company
prior to the time that the Rights may not be redeemed (as described above) since
the Board of Directors may, at its option, at any time until the Shares
Acquisition Date redeem all but not less than all the then outstanding Rights at
$.01 per Right. The Rights are designed to provide additional protection against
abusive takeover tactics such as offers for all shares at less than full value
or at an inappropriate time (in terms of maximizing long-term shareholder
value), partial tender offers and selective open-market purchases. The Rights
are intended to assure that the Company's Board of Directors has the ability to
protect shareholders and the Company if efforts are made to gain control of the
Company in a manner that is not in the best interests of the Company and its
shareholders.
The Rights Agreement between the Company and the Rights Agent
specifying the terms of the Rights, which includes as Exhibit B the Form of
Right Certificate, is attached hereto as an exhibit. The foregoing description
of the Rights does not purport to be complete and is qualified in its entirety
by reference to such exhibit.
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Item 7. Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits. The following exhibit is being filed herewith:
(4.1) Rights Agreement, dated as of February 17, 2000, between
Harley-Davidson, Inc. and Firstar Bank, N.A.
[Incorporated by reference to Exhibit (4.1) to the
Registration Statement on Form 8-A of Harley-Davidson,
Inc. dated as of February 18, 2000 (Commission File No.
1-9183)]
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
HARLEY-DAVIDSON, INC.
Date: February 18, 2000 By: /s/ Gail A. Lione
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Gail A. Lione
Vice President, General Counsel
and Secretary
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HARLEY-DAVIDSON, INC.
Exhibit Index to Current Report on Form 8-K
Exhibit
Number
(4.1) Rights Agreement, dated as of February 17, 2000, between
Harley-Davidson, Inc. and Firstar Bank, N. A. [Incorporated by
reference to Exhibit (4.1) to the Registration Statement on Form 8-A
of Harley-Davidson, Inc., dated as of February 18, 2000 (Commission
File No. 1-9183)]
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