SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
POLARIS INDUSTRIES PARTNERS L.P.
(Name of Issuer)
Units of Beneficial Assignment of Class
A Limited Partnership Interests ("BACs")
(Title of Class of Securities)
731069 10 0
(CUSIP Number)
Victor K. Atkins, Jr.
EIP Capital Corporation
33 Flying Point Road
Southampton, NY 11968
(516) 283-1915
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 27, 1994
(Date of Event which Requires 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.)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page
shall not be
deemed to be "filed" for the purpose of Section 18 of the
Securities
Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that
section of the Act but shall be subject to all other provisions
of the Act
(however, see the Notes).
Page 1 of 6 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 731069 10 0 Page 2 of 6 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
EIP Associates L.P.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a)| |
(b)| |
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
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
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER 0
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
12 | |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 731069 10 0 Page 3 of 6 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
EIP Capital Corporation
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a)| |
(b)| |
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
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
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 8 SHARED VOTING POWER less than 5%
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER less than 5%
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
less than 5%
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
12 / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
less than 5%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 731069 10 0 Page 4 of 6 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Victor K. Atkins, Jr.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a)| |
(b)| |
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 8 SHARED VOTING POWER less than 5%
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER less than 5%
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
less than 5%
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
12 / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
less than 5%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 5 of 6
Item 5. Interest in Securities of the Issuer.
On January 6, 1994, EIP Associates L.P. ("EIP Associates")
converted its 850,000 Second Rights to acquire BACs of
Polaris Industries Partners L.P. into 850,000 BACs. On January
27, 1994, EIP Associates distributed all of such
BACs to its partners in the following amounts: 382,500 to Victor
K. Atkins, Jr., 382,500 to EIP I L.P. (formerly Hutton EIP L.P.)
and 85,000 to EIP
Capital Corporation. As a result of such distribution, each of
the filing persons named on the signature page hereof has ceased
to be the beneficial owner of more than five percent of the BACs.
<PAGE>
Page 6 of 6
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: January 31, 1994
EIP ASSOCIATES L.P.
By: EIP Capital Corporation,
as Managing General Partner
By: /s/ Victor K. Atkins, Jr.
Victor K. Atkins, Jr.
President, Secretary and
Treasurer
EIP CAPITAL CORPORATION
By: /s/ Victor K. Atkins, Jr.
Victor K. Atkins, Jr.
President, Secretary and
Treasurer
/s/ Victor K. Atkins, Jr.
Victor K. Atkins, Jr.
