SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 6, 1996
HARLEY-DAVIDSON, INC.
(Exact name of registrant as specified in its charter)
Wisconsin 1-9183 39-138235
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
3700 W. Juneau Avenue, Milwaukee, Wisconsin 53208
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (414) 342-4680
Item 2. Acquisition or Disposition of Assets.
On March 6, 1996, Harley-Davidson, Inc. (the "Company")
completed the sale of substantially all of the assets of its Holiday
Rambler Recreational Vehicle Division (the "RV Division") to
Monaco Coach Corporation ("Monaco"). Monaco acquired the RV Division's
manufacturing operations located in Wakarusa, Indiana and 10 of its 14
Holiday World Recreational Vehicle Dealerships. Total consideration
consisted of approximately $22 million in cash, $3.0 million in preferred
stock of Monaco, a $12.0 million note from a Monaco subsidiary guaranteed
by Monaco and assumption by Monaco of certain liabilities of the acquired
operations in the approximate amount of $47 million. The amount of such
consideration was determined as a result of arm's length negotiations
between the parties and is subject to adjustment based on the final
statement of assets purchased and liabilities assumed, pursuant to the
purchase agreements. Additional proceeds are anticipated when the Company
disposes of the remaining four Holiday World dealerships. There is no
material relationship between Monaco and the Company or any of its
affiliates, directors or officers or any of their associates. The RV
Division employed approximately 1,450 people in connection with the
operations that Monaco acquired.
The foregoing summary description of the terms of the
transaction is qualified in its entirety by reference to the definitive
agreements relating to the transaction, attached as exhibits hereto, which
exhibits are incorporated by reference herein.
Item 7. Financial Statements and Exhibits.
(b) Pro forma financial information.
1. Pro Forma Consolidated Balance Sheet as of December 31,
1995
(c) Exhibits.
2.1 Asset Purchase Agreement, dated as of March 4, 1996,
among Harley-Davidson, Inc., Holiday Holding Corp.,
Holiday World, Inc. (California), Holiday World, Inc.
(Texas), Holiday World, Inc. (Florida), Holiday World,
Inc. (Oregon), Holiday World, Inc. (Indiana), Holiday
World, Inc. (Washington), Holiday World, Inc. (New
Mexico), Monaco Coach Corporation, and MCC Acquisition
Corporation.
2.2 Asset Purchase Agreement, dated as of January 21,
1996, among Harley-Davidson, Inc., Holiday Rambler
LLC, State Road Properties L.P., and Monaco Coach
Corporation.
2.3 Amendment No. 1 dated as of March 4, 1996 to Asset
Purchase Agreement, dated as of January 21, 1996 among
Harley-Davidson, Inc., Holiday Rambler LLC, State Road
Properties L.P., and Monaco Coach Corporation.
2.4 Subordinated Promissory Note, dated March 4, 1996
between MCC Acquisition corporation and Holiday
Holding Corp.
HARLEY-DAVIDSON, INC.
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
BASIS OF PRESENTATION
The pro forma consolidated balance sheet has been prepared assuming the
disposition of the Holiday Rambler Recreational Vehicle Division including
10 of its 14 Holiday World Recreational Vehicle Dealerships (collectively,
the RV Division) took place as of December 31, 1995. The historical
consolidated statement of operations for the year ended December 31, 1995
reflects income from continuing operations excluding the operating results
of the RV Division, which are included as part of discontinued operations.
The Company's debt structure and interest expense for the year ended
December 31, 1995 would not have been significantly impacted had the
disposition taken place at the beginning of 1995. The interest income
related to the note received in the transaction would not have been
significant; therefore, it was not deemed necessary to include a pro forma
statement of operations for the year ended December 31, 1995.
The unaudited pro forma consolidated balance sheet and notes thereto
should be read in conjunction with the consolidated financial statements
and notes thereto of the Company, incorporated by reference from the
Company's Annual Report on Form 10-K for the audited fiscal year ended
December 31, 1995 to be filed with the Commission by March 29, 1996.
The unaudited pro forma information is not necessarily indicative of the
consolidated results of operations or consolidated financial position that
would have resulted had the RV Division disposition occurred as described
above, nor is it necessarily indicative of the results of operations of
future periods or future consolidated financial position.
HARLEY-DAVIDSON, INC.
PRO FORMA CONSOLIDATED BALANCE SHEET
December 31, 1995
(Unaudited, in thousands)
Originally Pro Forma
ASSETS Reported Adjustments Pro Forma
Current assets:
Cash and cash equivalents $ 31,462 $ 22,350 (A)$ 53,812
Accounts receivable, net 134,210 134,210
Other current assets 115,018 115,018
Net assets from
discontinued operations 56,548 (10,050)(A) 46,498
--------- ------- ---------
Total current assets 337,238 12,300 349,538
Finance receivables, net 213,444 213,444
Investment in Monaco Coach
preferred stock - 3,000 (A) 3,000
Notes receivable - 12,000 (A) 12,000
Property, plant, and
equipment, net 284,775 284,775
Other assets 110,205 110,205
Net assets from
discontinued operations 55,008 (27,300)(A) 27,708
--------- -------- ---------
Total assets $1,000,670 $ 0 $1,000,670
========= ======= =========
LIABILITIES AND STOCKHOLDERS'
EQUITY
Current liabilities:
Notes payable $ 2,327 $ 2,327
Accounts payable 102,563 102,563
Accrued expenses and other 127,956 127,956
Current maturities of
long-term debt 364
364
--------- ---------
Total current liabilities 233,210 233,210
Finance debt 164,330 164,330
Long-term liabilities 44,991 44,991
Postretirement health
care benefits 63,570 63,570
Commitments and contingencies
Total stockholders' equity 494,569 494,569
--------- -------- ----------
$1,000,670 $ 0 $1,000,670
========= ======== =========
See accompanying notes.
HARLEY-DAVIDSON, INC.
NOTES TO UNAUDITED PRO FORMA
CONSOLIDATED FINANCIAL STATEMENTS
Note A. Pursuant to an Asset Purchase Agreement dated as of March 4,
1996, an Asset Purchase Agreement dated as of January 21, 1996 and
Amendment No. 1 dated as of March 4, 1996 to Asset Purchase Agreement
dated as of January 21, 1996 (collectively, the Agreement), the Company
completed the sale of its RV Division. Pursuant to the Agreement, the
Company received approximately $22 million in cash, $3 million of
preferred stock of Monaco and a $12 million subordinated promissory note.
The pro forma adjustments to cash and cash equivalents, notes receivable
and investment in Monaco preferred stock reflect the terms of the sale
pursuant to the Agreement.
The pro forma adjustments reflect the sale of certain assets or adjustment
to certain liabilities related to the Company's RV Division pursuant to
the Agreement.
Note B. No adjustment to the results of operations is necessary because
the entire Transportation Vehicles segment, of which the RV Division is a
part, was treated as discontinued operations in the Company's audited
financial statements at December 31, 1995. The interest income
related to the note received in the transaction would not have been
significant. The determination of amount of gain or loss is subject to
adjustment based on the final closing statement of assets purchased and
liabilities assumed, pursuant to the Agreement. The Company does not
anticipate a loss on the overall disposition of the Transportation
Vehicles segment.
SIGNATURES
Pursuant to the requirements of 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.
By: /s/ James L. Ziemer
James L. Ziemer
Vice President and Chief Financial
Officer
Date: March 21, 1996
Exhibit Index
Number Description
2.1 Asset Purchase Agreement, dated as of March 4, 1996, among
Harley-Davidson, Inc., Holiday Holding Corp., Holiday World,
Inc. (California), Holiday World, Inc. (Texas), Holiday
World, Inc. (Florida), Holiday World, Inc. (Oregon), Holiday
World, Inc. (Indiana), Holiday World, Inc. (Washington),
Holiday World, Inc. (New Mexico), Monaco Coach Corporation,
and MCC Acquisition Corporation.
2.2 Asset Purchase Agreement, dated as of January 21, 1996, among
Harley-Davidson, Inc., Holiday Rambler LLC, State Road
Properties L.P., and Monaco Coach Corporation.
2.3 Amendment No. 1 dated as of March 4, 1996 to Asset Purchase
Agreement, dated as of January 21, 1996 among Harley-
Davidson, Inc., Holiday Rambler LLC, State Road Properties
L.P., and Monaco Coach Corporation.
2.4 Subordinated Promissory Note, dated March 4, 1996 between MCC
Acquisition corporation and Holiday Holding Corp.