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.
33 Flying Point Road
Southampton, NY 11968
(516) 283-1915
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 22, 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>
SCHEDULE 13D
CUSIP No. 731069 10 0 Page 2 of 4 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Victor K. Atkins, Jr.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)| |
(b)| X |
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 0
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER 0
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.00%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS
1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION
<PAGE>
This Amendment No. 1 filed by Victor K. Atkins, Jr. amends, with
respect to Mr. Atkins 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 ("BACs") 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. and EIP Holdings L.P.
(collectively, "Lehman") and Mr. Atkins. 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 connection with the consummation of the Transaction, Mr.
Atkins has resigned from all positions held with the Partnership
and its affiliates, although he continues to assist the
Corporation (as defined below) with respect to certain tax
matters of the Partnership and certain of its affiliates.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended to add the following:
In the Schedule 13D, Mr. Atkins stated that he was in favor
of a Transaction by which the Partnership would be converted from
a publicly traded limited partnership into a publicly traded
corporation. On December 22, 1994, such Transaction was
consummated by merger.
In the Transaction, Mr. Atkins disposed of all of his BACs
and all interests in affiliates of the Partnership, except for
1,393,818 shares of Common Stock of Polaris Industries Inc., a
Minnesota corporation (the "Corporation"), received in the
Transaction. Mr. Atkins is concurrently herewith filing a
Schedule 13D with respect to his interest in securities of the
Corporation.
Since the Transaction has been consummated, Mr. Atkins is no
longer acting together with Lehman for the purpose of acquiring,
holding, voting or disposing of equity securities of the
Corporation. Consequently, Mr. Atkins should no longer be deemed
to be a "group" (as defined in Rule 13d-5(b)(1)
promulgated under the Securities Exchange Act of 1934, as
amended) with Lehman.
As stated in the Schedule 13D, Mr. Atkins is no longer
serving as an officer or director of the Partnership or any of
its affiliates, although he continues to assist the Corporation
with respect to certain tax matters of the Partnership and
certain of its affiliates. Additionally, the Wendel-Atkins
Agreement between Mr. Atkins and W. Hall Wendel, Jr. remains in
effect.
Mr. Atkins does not believe that he is now acting together
with Mr. Wendel for the purpose of acquiring, holding, voting or
disposing of equity securities of the Corporation or can now be
deemed to be part of a "group" with Mr. Wendel.
<PAGE>
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: December 22, 1994
/s/ Victor K. Atkins, Jr.
Victor K. Atkins, Jr.
