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HARLEY DAVIDSON : Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K)

02/26/2015 | 06:02pm US/Eastern

Item 7.01 Regulation FD Disclosure.

On February 26, 2015, Harley-Davidson, Inc. (the "company") filed preliminary proxy materials relating to its 2015 annual meeting of shareholders. The preliminary proxy statement included disclosure under the heading "Certain Transactions" relating to Fred Deeley Imports Ltd. ("Deeley Imports"), which is the exclusive distributor of the company's motorcycles in Canada. Donald James, a director of the company, is Chairman and Chief Executive Officer and an equity owner of Deeley Imports. The disclosure is as follows:

"The company has provided notice to Deeley Imports indicating that the company will not extend the exclusive distribution agreement with Deeley Imports beyond its expiration date of July 31, 2017. Currently, the company and Deeley Imports are discussing the possibility of a transaction that would result in termination of the distribution agreement in the third quarter of 2015. The possible transaction would involve a termination payment from the company to Deeley Imports, which the parties have discussed as being in the amount of $50 million. Any transaction also would likely involve the company purchasing inventory (net of related amounts due) and accounts receivable for an amount that the company currently estimates to be approximately $10 million, along with other terms regarding the sale of the company's products in Canada. There is no assurance that the parties will come to an agreement or that any agreed transaction will be consummated. The chair of the Nominating Committee [of the company's Board of Directors] has considered a possible transaction with Deeley Imports under the [company's] Conflict of Interest Process, and he determined that no actual conflict of interest issue exists as a result of the possible transaction. Any transaction will be reviewed and approved by independent directors who have no interest in the transaction."

On February 26, 2015, the company also issued a press release relating to Deeley Imports, a copy of which is being furnished as Exhibit 99.1 to this Current Report.

Item 9.01 Financial Statements and Exhibits.

(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits. The following exhibit is being furnished herewith:

99.1      Press Release of Harley-Davidson, Inc. dated February 26, 2015.



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