Lehman Brothers Holdings Inc.
3 World Financial Center, 24th Floor
New York, NY 10285
OFFICE OF THE GENERAL COUNSEL
July 10, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Attn: Document Control--EDGAR
Re: SCHEDULE 13D AMENDMENT
Dear Commissioner:
On behalf of Lehman Brothers Holdings Inc. and LB I Group
Inc. (the "Reporting Person"), submitted in electronic form for
filing, is an Amendment No.1 of a Schedule 13D relating to the
Reporting Person's ownership of Common Stock of Polaris
Industries Inc.
If you have any questions regarding this filing, please
contact the undersigned at (212) 526-1911.
Very truly yours,
/s/ Karen C. Manson
--------------------
Karen C. Manson
Vice President
Secretary Enclosure
cc: Polaris Industries Inc.
New York Stock Exchange
Pacific Stock Exchange
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Amendment No.1
Under the Securities Exchange Act of 1934
POLARIS INDUSTRIES INC.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
731068102
(CUSIP Number)
Karen C. Manson
Secretary
Lehman Brothers Holdings Inc.
3 World Financial Center, 24th Floor
New York, New York 10285
(212) 526-1911
(Name, Address and Telephone Number of Person Authorized
to Receive Notice and Communications)
June 26, 1995
(Date of Event which Required Filing of This Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of
this Schedule 13D, and is filing this schedule because of
Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement
[ ]. (A fee is not required only if the reporting person
(1) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of securities
described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7).
SCHEDULE 13D
CUSIP NO. 731068102
1. Name of Reporting Person
S.S. or I.R.S. No. of Above Person
LB I Group Inc.
2. Check the Appropriate Box if a Member of a Group (see
instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Source of Funds (see instructions)
WC
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to
Items 2(d) or 2(E)
[ ]
6. Citizenship or Place of Organization
Delaware
7. Number of Shares Beneficially Owned by Each Reporting Person
with Sole
Voting Power
0
8. Number of Shares Beneficially Owned by Each Reporting Person
with Shared
Voting Power
0
9. Number of Shares Beneficially Owned by Each Reporting Person
with Sole
Dispositive Power
0
10. Number of Shares Beneficially Owned by Each Reporting Person
with Shared
Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
0
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
(see instructions)
[ ]
13. Percent of Class Represented by Amount in Row (11)
0%
14. Type of Reporting Person (see instructions)
CO, HC
SCHEDULE 13D
CUSIP NO. 731068102
1. Name of Reporting Person
S.S. or I.R.S. No. of Above Person
Lehman Brothers Holdings Inc.
2. Check the Appropriate Box if a Member of a Group (see
instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Source of Funds (see instructions)
WC
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to
Items 2(d) or 2(E)
[ ]
6. Citizenship or Place of Organization
Delaware
7. Number of Shares Beneficially Owned by Each Reporting Person
with Sole
Voting Power
0
8. Number of Shares Beneficially Owned by Each Reporting Person
with Shared
Voting Power
0
9. Number of Shares Beneficially Owned by Each Reporting Person
with Sole
Dispositive Power
0
10. Number of Shares Beneficially Owned by Each Reporting Person
with Shared
Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
0
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
(see instructions)
[ ]
13. Percent of Class Represented by Amount in Row (11)
0%
14. Type of Reporting Person (see instructions)
CO, HC
This Amendment 1 filed by LB I Group Inc. and Lehman
Brothers Holdings Inc. (collectively "Lehman") amends with
respect to Lehman only, the cover page and Items 2 and 5 of the
Schedule 13D dated September 6, 1994 (the "Schedule 13D")
relating to units of Beneficial Assignment of Class A Limited
Partnership Interests ("BAC's") of Polaris Industries Partners
L.P. (the "Partnership"), which was filed with the Securities and
Exchange Commission on September 6, 1994, by Lehman Brothers
Holdings Inc., EIP I Inc., EIP Holdings Inc. and Victor K.
Atkins, Jr. Unless otherwise defined herein, all capitalized
terms used but not defined herein shall have the respective
meanings set forth in the Schedule 13D.
Item 2. Identity and Background.
Item 2 is hereby amended to add the following:
In December 1994 the Partnership converted to
corporate form (the "Transaction") and EIP I Inc. and EIP
Holdings Inc. exchanged their BAC's of the Partnership for an
equal number of shares of common stock (the "Common Stock") of
Polaris Industries Inc. ("Polaris"). It was Lehman's intention
to hold the Common Stock for investment purposes.
On February 14, 1995 EIP I Inc. and EIP Holdings Inc.
were each merged into LB I Group Inc. Consequently, LB I Group
Inc. acquired, by operation of law, ownership of the Common
Stock.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended to add the following:
On December 22, 1994, the Partnership was converted
into a corporation and Lehman's BAC's were converted into
1,336,852 shares of Common Stock.
Effective December 22, 1994, Lehman no longer acted
together with Mr. Atkins for the purpose of acquiring, holding,
voting or disposing of equity securities of the Corporation.
Consequently, as of such date Lehman was no longer part of the
Atkins "group" (as defined in rule 13d-5(b)(1) promulgated under
the Securities Exchange Act of 1934, as amended).
On June 26, 1995 Lehman sold 600,000 of its shares of
Common Stock in a private placement at a price per share of
$37.50 and 600,000 shares in a registered secondary offering at a
price per share of $35.62. The underwriter's green shoe over-
allotment option of the remaining 136,852 shares was not
exercised and will be either sold to the underwriter or directly
to Fuji Industries Inc.
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.
Dated: June 26, 1995
LB I GROUP INC.
/s/ Karen C. Manson
BY:--------------------
Name: Karen C. Manson
Title: Secretary
LEHMAN BROTHERS HOLDINGS INC.
/s/ Karen C. Manson
BY:--------------------
Name: Karen C. Manson
Title: Secretary Vice President
