SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported) August 25, 1994
Polaris Industries Partners L.P.
(Exact name of registrant as specified in its charter)
Delaware 1-9653 11-2871657
(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) ID Number)
1225 Highway 169 North, Minneapolis, MN 55441
(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number,
including area code: (612) 542-0500
N/A
(Former name or former address, if changed since last report)
Item 5. Other Events.
EIP Capital Corporation ("EIP"), the managing general
partner of the general partner of the Registrant, Victor K.
Atkins, Jr., its president and a director, and Paul Bagley, a
director, were among the defendants in a lawsuit filed on March
5, 1993 by a minority shareholder of EIP, Lehman Brothers, Inc.
and others, which sought the replacement of these two directors
and monetary damages of unspecified amounts from the defendants.
On March 8, 1993, certain of the defendants in the above action
brought an action against one of the plaintiffs in the above
action and others seeking, among other things, a determination
that the two defendant directors had been properly elected as
directors of EIP. On August 25, 1994, all the parties to the
March 5, 1993 action entered into a settlement agreement. All
claims against all defendants in both such actions have been
dismissed with prejudice. In connection with the settlement
agreement, Ron Hiram has agreed to resign as a director of EIP.
On August 25, 1994, the Registrant announced a plan to
convert from a publicly traded limited partnership to a publicly
traded corporation (the "Transaction"). A copy of the press
release relating to this announcement, which more fully describes
the proposed Transaction, is attached as Exhibit 99.1.
In connection with such proposed Transaction, W. Hall
Wendel, Jr., Chief Executive Officer of Polaris Industries
Capital Corporation, a general partner of the general partner of
Polaris Industries L.P. (which is the entity that operates the
Registrant's business and all of the limited partnership
interests in which are owned by the Registrant), and Victor K.
Atkins, Jr., a general partner of EIP Associates L.P., the
general partner of the Registrant, have entered into an Agreement
dated as of August 25, 1994 (the "Agreement"). A copy of the
Agreement is attached hereto as Exhibit 99.2. The Agreement
provides, among other things, that (i) each of Mr. Wendel and Mr.
Atkins will vote their Units of Beneficial Assignment of Class A
Limited Partnership Interests ("BACs") of the Registrant 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 BAC holders for their
approval as soon as possible; (iii) each of Mr. Wendel and Mr.
Atkins will use his best efforts to see that the business and
affairs of the Registrant 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 the new corporation's ("Newco") nominees
for election to the Board of Directors of Newco. Mr. Atkins has
indicated to Mr. Wendel that he does not desire to continue in
the management of the Registrant 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. Financial Statements, Pro Forma Financial Information
and Exhibits.
(c) Exhibits
Exhibit No.
99.1 Press Release issued by the Registrant on August
25, 1994 in connection with the proposed
Transaction.
99.2 Agreement, dated as of August 25, 1994, by and
between W. Hall Wendel, Jr. and Victor K. Atkins,
Jr.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
POLARIS INDUSTRIES PARTNERS L.P.
By: EIP ASSOCIATES L.P.
General Partner
By: EIP CAPITAL CORPORATION
General Partner
By: /s/ Victor K. Atkins, Jr.
Name: Victor K. Atkins, Jr.
Title: President
Dated: August 31, 1994
EXHIBIT INDEX
Exhibit No. Page Number
99.1 Press Release issued by the Registrant on
August 25, 1994 in connection with the
proposed Transaction.
99.2 Agreement, dated as of August 25, 1994, by
and between W. Hall Wendel, Jr. and Victor K.
Atkins, Jr.
Exhibit 99.1
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."
<PAGE>
Exhibit 99.2
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.
/s/ W. Hall Wendel, Jr.
W. Hall Wendel, Jr.
/s/ Victor K. Atkins, Jr.
Victor K. Atkins, Jr.
<PAGE>
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."
