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 and Securities)
731069 10 0
____________________________________________________________
(CUSIP Number of Class of Securities)
Andris A. Baltins, Kaplan, Strangis and Kaplan, P.A.,
5500 Norwest Center, 90 South Seventh Street,
Minneapolis, Minnesota 55402 (612) 375-1138
_____________________________________________________________
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
August 23, 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 Statement because of Rule 13d-1(b)(3) or
(4), check the following: ( )
Check the following box if a fee is being paid with this
Statement: ( )
SCHEDULE 13D
CUSIP No. 731069 10 0
_________________________________________________________________
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
W. Hall Wendel, Jr. (###-##-####)
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(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
U.S.A.
_________________________________________________________________
(7) SOLE VOTING POWER
NUMBER OF 860,800 A BACs
SHARES ___________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 0
EACH ___________________________________
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON 860,800 A BACs
WITH ___________________________________
(10) SHARED DISPOSITIVE POWER
0
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
860,800 A BACs
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* ( )
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
5.4%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON*
IN
_________________________________________________________________
SCHEDULE 13-D
filed by
W. Hall Wendel, Jr.
Item 1. Security and Issuer.
Units of Beneficial Assignment of Class A Limited Partnership
Interests ("A BACs")
Polaris Industries Partners, L.P. (the "Issuer")
1225 North Highway 169
Minneapolis MN 55441
Item 2. Identity and Background.
W. Hall Wendel, Jr.
1225 North Highway 169
Minneapolis, MN 55441
Chief Executive Officer of Polaris Industries Capital Corporation
which is a general partner of the general partner of Polaris
Industries L.P., all of the limited partnership interests in which
are owned by the Issuer.
During the last five years, the reporting person has not been
convicted of any criminal proceeding (excluding traffic violations
or smaller misdemeanors).
During the last five years, the reporting person has not been a
party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with
respect to such laws.
United States Citizen
Item 3. Source and Amount of Funds or Other Consideration.
The A BACs held by the reporting person were acquired by him in the
ordinary issue of securities by the Issuer and in cancellation of
indebtedness of the Wendel Trust, u/t/a dated October 27, 1988 (the
"Trust") as described in Item 4. In December 1989, the reporting
person was issued 120,000 First Rights convertible into A BACs
through the 1987 Management Ownership Plan (the "Plan"). Certain
managers of the Issuer participated in the Plan, which is non-
contributory. The A BACs are issued at no cost to participants and
there is no method of payment for the A BACs. The reporting person
converted First Rights on January 1, 1992 and on December 28,
1992. After a unit deduction for taxable income, the reporting
person received 27,683 A BACs in the January 1992 transaction. He
received 81,886 A BACs in the December 1992 transaction. There was
no deduction for taxable income on the December conversion.
On August 18, 1993, the Issuer effectuated a two for one unit split
and the reporting person's holdings increased from 430,400 A BACs
to 860,800 A BACs. No cash consideration was paid by the reporting
person for any of the securities of the Issuer in which he has an
interest.
Item 4. Purpose of Transaction.
The reporting person acquired an interest in the securities of the
Issuer as a shareholder of Northwestern Equipment Manufacturing
Company (the "Seller"), which sold substantially all of its assets
to the Issuer. A portion of the purchase price for the assets of
the Seller was paid by the Issuer through the issuance to the
Seller of A BACs and Units of Beneficial Assignment of Class B
Limited Partnership Interests of the Issuer (the "B BACs"). In
October, 1988, the reporting person sold the Trust all 704,546 B
BACs in which he had an interest. The reporting person thereafter,
acquired a total of 250,377 A BACs from the Trust in satisfaction
of indebtedness of the Trust to the reporting person. In January
and December of 1992, First Rights held by the reporting person
were converted into a total of 109,569 A BACs. On August 18, 1993,
the Company completed a two for one unit split which increased the
reporting person's holdings to a total of 860,800 A BACs.
The reporting person has from time to time considered plans or
proposals which relate to or would result in the acquisition or
disposition of securities of the Issuer, extraordinary
transactions, a change in the management of the Issuer or a change
in the distribution policy of the Issuer. In particular, from time
to time the reporting person has had discussions with
representatives of EIP Associates, L.P., the general partner of the
Issuer (the "General Partner"), and other A BAC holders regarding
the advisability of the Issuer converting from a master limited
partnership to a corporation. Due to the Issuer's strong financial
performance, current market conditions, pending changes in the tax
status of the Issuer and other factors, the reporting person has
determined that such a conversion would be desirable at this time.
Accordingly, the reporting person, together with certain other
members of the Issuer's senior management, has proposed to
representatives of the General Partner that the Issuer convert to a
corporation on the following terms (the "Transaction"):
(1) The Issuer would convert to a corporation ("Newco"). The
precise manner in which the conversion would be effectuated has not
been determined.
(2) In the conversion, the limited partners would receive in
the aggregate 88.6% of the Newco stock to be outstanding after the
conversion; the General Partner would receive the remaining 11.4%.
(3) Consummation of the Transaction would be conditioned upon
approval by a vote of the holders of A BACs.
(4) The Transaction would be conditioned upon receipt by the
Issuer of an opinion of counsel that the receipt of Newco stock by
the limited and general partners of the Issuer would be tax free
for federal income tax purposes.
Smith Barney, Inc., has advised the Issuer that the terms of the
Transaction are fair to the A BAC holders from a financial point of
view. The Transaction would also be conditioned upon receipt by
the Issuer of an opinion from a second financial adviser as to the
fairness of the Transaction to the A BAC holders from a financial
point of view.
The reporting person understands that the General Partner also
believes that the transaction described above is advisable at this
time and intends promptly to take appropriate steps to effectuate
it.
Although the foregoing represents the range of activities presently
contemplated by the reporting person with respect to the Issuer,
the possible activities of the reporting person are subject to
change at any time.
Item 5. Interest in Securities of the Issuer.
(a) The reporting person beneficially owns 860,800 A BACs
representing 5.4% of the outstanding A BACs of the Issuer.
(b) The reporting person has sole voting and dispositive power of
all of the A BACs described in Item 5(a) above.
(c) On February 26, 1990, the reporting person acquired 202,377 A
BACs from the Trust in satisfaction of $5,059,425 in indebtedness
of the Trust to the reporting person. The effective per share
price for the satisfaction of indebtedness is $25 per A BAC. The
transaction was privately negotiated and effected in Minneapolis,
Minnesota. During 1992 the reporting person converted his First
Rights into 109,596 A BACs. On August 18, 1993, the reporting
person's holdings of 430,400 increased to 806,800 due to a two for
one unit split.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings, or Relationships with
Respect to Securities of the Issuer.
In connection with the proposed Transaction described in Item 4
above, the reporting person has entered into an agreement with Mr.
Victor Atkins, one of the principal owners of the General Partner
(the "Agreement"). A copy of the Agreement is attached hereto as
Exhibit 1 and is incorporated herein by reference. The Agreement
provides, among other things, that (i) each of the reporting person
and Mr. Atkins will vote their A BACs in favor of the Transaction;
(ii) subject to his fiduciary duties as advised by counsel, Mr.
Atkins will work diligently to proceed with the Transaction and
submit it to the A BAC holders for their approval as soon as
possible; (iii) each of the reporting person and Mr. Atkins will
use his best efforts to see that the business and affairs of the
Issuer will be conducted and distributions will be made only in the
ordinary course and consistent with past practice; and (iv) for so
long as Mr. Atkins owns no less than 3% of the outstanding voting
securities, he will vote such securities in favor of Newco's
nominees for election to the Board of Directors of Newco. Mr.
Atkins has indicated to the reporting person that he does not
desire to continue in the management of the Issuer following
consummation of the transaction; accordingly, it is understood that
Mr. Atkins will not serve as an officer or director of Newco or its
subsidiaries following consummation of the Transaction.
Item 7. Materials to be filed as Exhibits.
Exhibit 1. Agreement, dated as of August 25, 1994, by and between
W. Hall Wendel, Jr. and Victor K. Atkins, Jr.
SIGNATURES
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.
Date: August 25, 1994
/s/ W. Hall Wendel, Jr.
W. Hall Wendel, Jr.
EXHIBIT INDEX
Page No.
Exhibit 1. Agreement, dated as of August 25, 1994,
by and between W. Hall Wendel, Jr. and
Victor K. Atkins, Jr. . . . . . . . . . . . . . . .
AGREEMENT
Agreement, dated as of August 25, 1994, by and
among W. Hall Wendel, Jr. ("Mr. Wendel") and Victor K.
Atkins, Jr. ("Mr. Atkins").
WHEREAS, Mr. Wendel is the record and
beneficial owner of a certain number of Units of
Beneficial Assignment of Class A Limited Partnership
Interests ("A BACs") of Polaris Industries Partners, L.P.
("Polaris") and is the Chief Executive Officer of Polaris
Industries Capital Corporation, a general partner of the
general partner of Polaris Industries, L.P. (the
"Operating Partnership"), which is the entity that
operates the business of Polaris;
WHEREAS, Mr. Atkins is the general partner of
EIP Associates, L.P., the general partner of Polaris (the
"General Partner") and is the record and beneficial owner
of a certain number of A BACs;
WHEREAS, the General Partner has announced a
plan (the "Transaction") to the A BAC holders pursuant to
which Polaris would be converted to a corporation;
WHEREAS, the general terms of such Transaction
are described in the press release attached hereto as
Exhibit A; and
WHEREAS, pursuant to such transaction, Mr.
Atkins would receive, either through his ownership of A
BACs or through his equity interest in the General
Partner a number of shares of stock of the entity that
would survive the transaction ("Newco").
NOW, THEREFORE, in consideration of the
foregoing and the representations, warranties, covenants
and agreements set forth herein, the undersigned hereby
agree as follows:
1. Voting Agreement. Each of Mr. Atkins and
Mr. Wendel will vote the A BACs owned by him,
beneficially or of record, in favor of the Transaction.
Subject to his fiduciary duties as advised by counsel,
Mr. Atkins will work diligently to proceed with the
Transaction and submit it to the A BAC holders for their
approval as soon as possible.
2. Conduct of Polaris. Each of Mr. Atkins
and Mr. Wendel will use his best efforts to see that the
business and affairs of Polaris and the Operating
Partnership will be conducted, and distributions will be
made, only in the ordinary course of business and
consistent with past practice.
3. Management. It is understood that at the
Effective Time, Mr. Atkins will resign as an officer and
director of Polaris, the Operating Partnership, any
subsidiaries of the foregoing and any entity that may be
in control of any of the foregoing or take such other
actions as may be necessary so that Mr. Atkins does not
directly or indirectly possess any management authority
with respect to Newco or its business. It is also
understood that he will not have any role in the
management of Newco and will not serve as an officer or
director of Newco or any subsidiary thereof. For so long
as Mr. Atkins owns no less than 3% of the outstanding
voting securities of Newco he will vote such securities
in favor of Newco's nominees for election to the Board of
Directors of Newco.
4. Termination. Except with respect to
Section 3, this Agreement shall terminate on the earlier
to occur of the time the Transaction is consummated (the
"Effective Time") or April 15, 1995.
5. Entire Agreement; Amendments. This
Agreement, including the other documents and writings
referred to herein or delivered pursuant hereto and which
form a part hereof, contains the entire understanding of
the parties with respect to its subject matter. There
are no restrictions, agreements, promises, warranties,
covenants or undertakings other than those expressly set
forth herein or therein. This Agreement may not be
amended except by an instrument in writing signed on
behalf of all of the parties hereto. Any agreement on
the part of a party hereto to any extension or waiver
shall be valid only if set forth in an instrument in
writing signed on behalf of such party. Notwithstanding
the foregoing, from and after the Effective Time, Newco
shall be deemed to be a third party beneficiary of the
agreements and obligations of Mr. Atkins hereunder and no
amendment to or waiver of such agreements or obligations
shall be effective unless Newco has agreed in writing
thereto.
6. Law Governing. This Agreement shall be
governed by and construed and enforced in accordance with
the local law of the State of New York without giving
effect to choice of law principles.
7. Specific Performance. Each of the
parties to this Agreement acknowledges and agrees that in
the event of any breach of this Agreement, the non-
breaching party or parties would be irreparably harmed
and could not be made whole by monetary damages. It is
accordingly agreed that the parties will waive the
defense in any action for specific performance that a
remedy at law would be adequate and that the parties, in
addition to any other remedy to which they may be
entitled to at law or in equity, shall be entitled to
compel specific performance of this Agreement.
8. Counterparts. This Agreement may be
executed simultaneously in one or more counterparts, each
of which shall be deemed to be an original but all of
which together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the parties hereto have
executed and delivered this Agreement as of the date
first above written.
________________________________
W. Hall Wendel, Jr.
________________________________
Victor K. Atkins, Jr.
Exhibit A
POLARIS INDUSTRIES PARTNERS L.P. ANNOUNCES PLAN
TO CONVERT TO CORPORATION
Southampton, NY - August 25, 1994 - Polaris
Industries Partners L.P. (AMEX:SNO) today announced a
plan to convert Polaris from a publicly traded limited
partnership to a publicly traded corporation. The plan
was proposed by W. Hall Wendel, Jr., Polaris' Chief
Executive Officer, who owns approximately 5.4% of the
outstanding units, and other members of the senior
management of Polaris Industries L.P.
The plan contemplates that the holders of
currently outstanding units would receive 88.6% and EIP
Associates L.P., Polaris' General Partner, would receive
11.4%, respectively, of the stock of the newly formed
corporation. Any conversion of Polaris into corporate
form would be subject to, among other factors,
satisfactory structuring and documentation, receipt of
appropriate tax opinions, receipt of regulatory approvals
and a second investment banking fairness opinion and the
favorable vote of unitholders.
Polaris intends to operate in the ordinary
course and to continue its current distribution policy up
until the time the transaction is closed.
Polaris has received the advice of Smith Barney
Inc., its financial adviser, that the terms of the
transaction are fair to the unitholders from a financial
point of view.
Although Polaris is publicly traded, it is
treated as a partnership, rather than a corporation, for
federal income tax purposes under a grandfather provision
of the Internal Revenue Code enacted in 1987. Under
current tax law, this grandfather protection ends
immediately if Polaris engages in a substantially new
line of business, and, in any event, at the end of 1997,
at which time Polaris will be treated as a corporation
for tax purposes. Polaris has participated in efforts to
have the grandfather protection for existing publicly
traded partnerships made permanent or further extended,
but the outcome of these efforts is uncertain.
Additionally, the General Partner believes that
Polaris would derive a number of benefits from a
conversion to corporate form. It would enable the
company to enter into new lines of business without
involuntarily jeopardizing its tax status. Conversion to
corporate form should also provide Polaris greater
flexibility to consummate acquisitions or obtain
financing through the issuance of stock. Importantly, at
the present time, Polaris is not a suitable investment
for pension plans and other tax exempt institutions.
Upon conversion to corporate form, Polaris will become a
suitable investment for tax exempt investors, thereby
greatly expanding the number of investors to whom Polaris
could be an attractive investment. Furthermore, because
Polaris is a partnership, its income is taxed currently
to unitholders regardless of the amount of cash
distributions which are made to them. Starting this year
and for the foreseeable future, Polaris expects that
there will be increasing differences between taxable
income and cash available for distribution arising from
capital investment necessary to continue growth of the
business, reducing each unitholder's net after tax
distributable amount. If Polaris were to convert to
corporate form, its income would be taxed at the
corporate level, and investors would only be taxed on any
amounts actually distributed to them. Lastly, conversion
to corporate form will simplify tax reporting, including
the elimination of the requirement to distribute K-1s to
investors, and will otherwise significantly simplify the
organizational structure of Polaris resulting in
substantial administrative and other savings.
It should be noted, however, that conversion to
corporate form would result in taxation at the corporate
level and, to the extent of cash dividends, on
distributions at the shareholder level. Company policies
relating to cash distributions to equity holders, as well
as other policies, which would be established by a Board
of Directors elected by shareholders rather than by a
general partner, could change substantially.
Polaris intends to proceed promptly to finalize
the conversion arrangements and implement the
transaction, which it anticipates completing within six
months.
Polaris also announced that it will pay its
regular third quarter distribution of $0.63 per unit to
holders of record on September 15, 1994. The units go
"ex-dividend" on September 9, 1994. Payment of this
distribution will be made on or about November 15, 1994.
Polaris Industries Partners L.P. is a master
limited partnership which owns and operates Polaris
Industries L.P. Polaris designs, engineers, manufactures
and markets snowmobiles, all-terrain vehicles and
personal watercraft for recreational and utility use.
Polaris is the world's largest snowmobile manufacturer,
and one of the largest U.S. manufacturers of ATVs and
personal watercraft. Polaris Industries Partners L.P.
trades on the American Stock Exchange and Pacific Stock
Exchange under the symbol "SNO."
