SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
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)
August 25, 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
[x]. (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).
SCHEDULE 13D
CUSIP No. 731069 10 0 Page of 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, PF
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 425,132
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 425,132
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER 0
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,611,439
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.06%
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>
SCHEDULE 13D
CUSIP No. 731069 10 0 Page of Pages
1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF
ABOVE PERSON
Lehman Brothers Holdings Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)| |
(b)| X |
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO, 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
NUMBER OF 7 SOLE VOTING POWER 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 325,507
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 0
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER 325,507
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,611,439
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* | |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.06%
14 TYPE OF REPORTING PERSON*
HC
*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>
SCHEDULE 13D
CUSIP No. 731069 10 0 Page of Pages
1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF
ABOVE PERSON
EIP I Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)| |
(b)| X |
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO, 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
NUMBER OF 7 SOLE VOTING POWER 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 286,875
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 0
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER 286,875
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,611,439
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* | |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.06%
14 TYPE OF REPORTING PERSON*
CO
*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>
SCHEDULE 13D
CUSIP No. 731069 10 0 Page of Pages
1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
EIP Holdings L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)| |
(b)| X |
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO, 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
NUMBER OF 7 SOLE VOTING POWER 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 38,632
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 0
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER 38,632
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,611,439
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* | |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.06%
14 TYPE OF REPORTING PERSON*
PN
*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>
Item 1. Security and Issuer.
This Schedule 13D relates to Units of Beneficial Assignment
of Class A Limited Partnership Interests ("BACs") of Polaris
Industries Partners L.P. ("Polaris"), having its principal
executive offices at 1225 Highway 169 North, Minneapolis,
Minnesota 55441.
Item 2. Identity and Background.
This Schedule 13D is being filed on behalf of Lehman
Brothers Holdings Inc., EIP I Inc. and EIP Holdings L.P.
(collectively, "Lehman") and Victor K. Atkins, Jr. (together with
Lehman, the "Filing Persons"), because the Filing
Persons may be deemed to constitute a "group" for purposes of
Section 13(d) of the Securities Exchange Act of 1934, as amended,
with each other and with W.
Hall Wendel, Jr. Each of the Filing Persons and Mr. Wendel have
stated that they are in favor of a plan, described in Polaris'
press release dated August 25, 1994, which is attached as Exhibit
1 hereto (the "Press Release"), for Polaris to convert from a
publicly traded limited partnership to a publicly traded
corporation (the "Transaction"). In addition, Messrs. Wendel and
Atkins are parties to an Agreement dated as of August 25, 1994, a
copy of which is attached as Exhibit 2 hereto (the "Wendel-Atkins
Agreement"), which provides, among other things, that each of Mr.
Wendel and Mr. Atkins will vote
their BACs in favor of the Transaction.
Mr. Atkins is a citizen of the United States of America, and
his business address is 33 Flying Point Road, Southampton, NY
11968. His present principal employment is as President,
Secretary and Treasurer of EIP Capital Corporation ("EIP
Capital"), which is the managing general partner of EIP
Associates, L.P. ("EIP Associates"), the general partner of
Polaris, and as Chairman of Polaris Industries Capital
Corporation ("PICC"), which is a
general partner of the general partner of Polaris Industries
L.P., which is the entity that operates Polaris' business and all
of the limited partnership interests in which are owned by
Polaris.
EIP I Inc., an indirect, special purpose subsidiary of
Lehman Brothers Holdings Inc. and the general partner of a
limited partner of EIP Associates,
owns 286,875 BACs. EIP Holdings L.P., an indirect, special
purpose subsidiary
of Lehman Brothers Holdings Inc. which owns 45.45% of the
outstanding capital
stock of EIP Capital, owns 38,632 BACs. EIP I Inc. is a
corporation and EIP
Holdings L.P. is a limited partnership, each organized under the
laws of Delaware. EIP I Inc. and EIP Holdings Inc., a Delaware
corporation and the
general partner of EIP Holdings L.P., are direct subsidiaries of
LB I Group Inc., a Delaware corporation, which is a direct
subsidiary of Lehman Brothers
Inc., a Delaware corporation, which is a direct subsidiary of
Lehman Brothers Holdings Inc. Lehman Brothers Holdings Inc. is a
Delaware corporation engaged
in providing financial services. Lehman has its principal
offices at 3 World Financial Center, New York, NY 10285.
Certain information with respect to
the executive officers and directors of Lehman is set forth on
Exhibit 3 hereto.
Based on, among other things, Amendment No. 1 to Schedule
13D filed on or about August 25, 1994 by Mr. Wendel (the "Wendel
13D"), attached as Exhibit 4 hereto, the Filing Persons believe
that Mr. Wendel's principal employment is
as Chief Executive Officer of PICC, that his business address is
1225 North Highway 169, Minneapolis, MN 55441, that he is a
citizen of the United States of America and that he owns 860,800
BACs.
During the last five years, none of the Filing Persons and
the directors and executive officers of Lehman listed on Schedule
3 has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors),
nor has any of the Filing Persons or such directors and officers
been a party to a civil proceeding of a judicial or
administrative body of competent
jurisdiction as a result of which he or it 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.
The Filing Persons are not aware that, during the last five
years, Mr.Wendel has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors), or that
he has been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction as a result of which he 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.
Item 3. Source and Amount of Funds or Other Consideration.
On January 27, 1994, each of Mr. Atkins and EIP I L.P., a
limited partnership of which EIP I Inc. is the general partner,
and which is a limited partner in EIP Associates, received a
distribution of 382,500 BACs, and EIP
Capital received a distribution of 85,000 BACs, from EIP
Associates for no consideration. EIP Associates had received
such BACs on January 6, 1994 in a
conversion for no additional consideration of Second Rights to
acquire BACs initially issued to EIP Associates by Polaris on
September 9, 1987.
As indicated in Item 5 below, on August 29, 1994, EIP I L.P.
disposed of 95,625 BACs to a third party and distributed its
remaining BACs for no consideration to EIP I Inc.
On August 19, 1994, each of Mr. Atkins and EIP Holdings L.P.
purchased 38,632 BACs from EIP Capital at a purchase price of
$7.05 per BAC. Mr. Atkins
acquired such BACs with personal funds, and EIP Holdings L.P.
acquired such BACs with working capital.
Item 3 of the Wendel 13D describes the transactions in which
Mr. Wendel acquired his BACs and the consideration paid by him.
Item 4. Purpose of Transaction.
On August 25, 1994, Polaris announced the proposed
Transaction, by which
Polaris would convert from a publicly traded limited partnership
to a newly
formed publicly traded corporation. The Transaction had been
proposed by Mr.Wendel.
The proposed Transaction contemplates that the holders of
currently outstanding BACs would receive 88.6% and EIP
Associates, 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 BAC holders.
Polaris has already received the advice of Smith Barney Inc., its
financial adviser, that the terms of the Transaction are fair to
the BAC holders from a financial point of view.
Mr. Atkins has indicated that he will not serve as an
officer or director of the newly formed corporation or its
subsidiaries following consummation of the Transaction.
Item 5. Interest in Securities of the Issuer.
Mr. Atkins has sole voting and dispositive power with
respect to 425,132 BACs, or 2.66% of issued and outstanding BACs.
Lehman Brothers Holdings Inc.
has shared voting and dispositive power (with EIP I Inc. and EIP
Holdings L.P.) with respect to 325,507 BACs, or 2.03% of issued
and outstanding BACs.
EIP I Inc. has shared voting and dispositive power (with Lehman
Brothers Holdings Inc.) with respect to 286,875 BACs, or 1.79% of
issued and
outstanding BACs. EIP Holdings L.P. has shared voting and
dispositive power(with Lehman Brothers Holdings Inc.) with
respect to 38,632 BACs, or .24% of
issued and outstanding BACs. The Filing Persons may be deemed to
be acting as a group, together with Mr. Wendel, who is believed
to beneficially own 860,800
BACs (or 5.38%), resulting in total beneficial ownership by the
Filing Persons of 1,611,439 BACs, or 10.06% of total outstanding
BACs.
On August 29, 1994, EIP I L.P. transferred 95,625 BACs to
Boker Orr Corporation, its limited partner, in connection with a
settlement of litigation, and distributed its remaining BACs for
no consideration to EIP I Inc.
Except as set forth in the preceding paragraph and in Item 3
above, during the past 60 days, neither Mr. Atkins nor Lehman has
effected any transaction involving the BACs. Item 5 of the
Wendel 13D describes
transactions involving the BACs effected by Mr. Wendel during the
past 60 days.
Item 6. Contracts, Arrangements, Understandings or
Relationships with respect to Securities of the Issuer.
Mr. Atkins is a party to the Wendel-Atkins Agreement. The
Wendel-Atkins Agreement provides, among other things, that (i)
each of Mr. Atkins and Mr.
Wendel will vote their 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 BAC holders for
their approval as soon as possible; (iii) each of Mr. Atkins and
Mr. Wendel will use his best efforts to see that the business and
affairs of Polaris 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 of the
newly formed publicly traded corporation, he will vote such
securities in favor of such
corporation's nominees for election to its Board of Directors.
In addition, the Wendel-Atkins Agreement states that it is
understood that Mr. Atkins will
not serve as an officer or director of the newly formed
corporation or its
subsidiaries following consummation of the Transaction.
Item 7. Material to be Filed as Exhibits.
Exhibit Page
(1) Press Release of Polaris Industries Partners L.P.
dated August 25, 1994
(2) Agreement, dated as of August 25, 1994, by
and between W. Hall Wendel, Jr. and Victor K.
Atkins, Jr.
(3) Certain information with respect to officers and
directors of Lehman Brothers Holdings Inc.,
EIP I L.P., EIP Holdings L.P.
(4) Amendment No. 1 to Schedule 13D relating to
Polaris Industries Partners L.P. filed by
W. Hall Wendel, Jr., on or about August 25, 1994
(5) Agreement to File Joint Statement on Schedule 13D,
dated September 6, 1994, among Lehman Brothers
Holdings Inc., EIP I L.P., EIP Holdings L.P. and
Victor K. Atkins, Jr.
<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: September 6, 1994
/s/ Victor K. Atkins, Jr.
Victor K. Atkins, Jr.
LEHMAN BROTHERS HOLDINGS INC.
By: /s/ Karen C. Manson
Name: Karen C. Manson
Title: Vice President
EIP I INC.
By: /s/ Karen C. Manson
Name: Karen C. Manson
Title: Secretary
EIP HOLDINGS L.P.
By: EIP Holdings Inc., its general
partner
By: /s/ Karen C. Manson
Name: Karen C. Manson
Title: Secretary
<PAGE>
EXHIBIT INDEX
Exhibit Page
(1) Press Release of Polaris Industries Partners L.P.
dated August 25, 1994
(2) Agreement, dated as of August 25, 1994, by
and between W. Hall Wendel, Jr. and Victor K.
Atkins, Jr.
(3) Certain information with respect to officers and
directors of Lehman Brothers Holdings Inc.,
EIP I L.P., EIP Holdings L.P.
(4) Amendment No. 1 to Schedule 13D relating to
Polaris Industries Partners L.P. filed by
W. Hall Wendel, Jr., on or about August 25, 1994
(5) Agreement to File Joint Statement on Schedule 13D,
dated September 6, 1994, among Lehman Brothers
Holdings Inc., EIP I L.P., EIP Holdings L.P. and
Victor K. Atkins, Jr.
EXHIBIT 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 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."
<PAGE>
EXHIBIT 3
DIRECTORS AND EXECUTIVE OFFICERS
OF FILING PERSONS
EIP HOLDINGS INC.:
Name Title Address
Ron Hiram Director, President, World Financial Center
Chief Financial Officer 29th Floor
New York, NY 10285
Rocco Andriola Vice President World Financial Center
29th Floor
New York, NY 10285
Karen C. Manson Secretary 2 World Trade Center
15th Floor
New York, NY 10048
Thomas E. Gengler, Jr. Assistant Treasurer 101 Hudson Street
Jersey City, NJ 07302
Stephen D. Martino Assistant Treasurer Shareholder Services
Group
P.O. Box 1527
Boston, MA 02104-1527
Joseph L. Ternullo Assistant Treasurer Shareholder Services
Group
P.O. Box 1527
Boston, MA 02104-1527
Eileen M. Bannon Assistant Secretary 2 World Trade Center
15th Floor
New York, NY 10048
The above individuals are U.S. citizens. Each of the above
individuals is an employee of Lehman Brothers Inc.,
other than Messrs. Martino and Ternullo, who are employees of
Shareholder Services.
<PAGE>
EIP I INC.:
Name Title Address
Ron Hiram Director, President, World Financial Center
Chief Financial Officer 29th Floor
New York, NY 10285
Rocco Andriola Vice President World Financial Center
29th Floor
New York, NY 10285
Karen C. Manson Secretary 2 World Trade Center
15th Floor
New York, NY 10048
Thomas E. Gengler, Jr. Assistant Treasurer 101 Hudson Street
Jersey City, NJ 07302
Stephen D. Martino Assistant Treasurer Shareholder Services
Group
P.O. Box 1527
Boston, MA 02104-1527
Joseph L. Ternullo Assistant Treasurer Shareholder Services
Group
P.O. Box 1527
Boston, MA 02104-1527
Eileen M. Bannon Assistant Secretary 2 World Trade Center
15th Floor
New York, NY 10048
Madeline Shapiro Assistant Secretary 2 World Trade Center
15th Floor
New York, NY 10048
The above individuals are U.S. citizens. Each of the above
individuals is an employee of Lehman Brothers Inc.,
other than Messrs. Martino and Ternullo, who are employees of
Shareholder Services Group.
<PAGE>
<TABLE>
<CAPTION>
LEHMAN BROTHERS HOLDINGS INC.:
Directors Principal Occupation Address
<S> <C> <C>
Roger S. Berlind Private Investor Berlind Productions
10 East 53rd Street
30th Floor
New York, New York 10028
John J. Byrne Chairman of Fund American Fund America Enterprises
Enterprises The 1820 House
Main Street
Norwich, VT 05055-0850
Richard S. Fuld, Jr. Chairman and Chief Lehman Brothers, Inc.
Executive Officer 3 World Financial Center
of Lehman Brothers Inc. New York, New York 10285
Katsumi Funaki Senior General Manager for Nippon Life Insurance Company
International Business of the 2-2, Yuraka-cho 1 Chome
Finance and Investment Business Chiyoda-ku 100 Tokyo,
Office of the Nippon Life Japan
Insurance Company
John D. Macomber Chairman of JDM Investment Group JDM Investment Group
2806 N. Street, N.W.
Washington, D.C. 20007
Dina Merrill Actress and Private Investor Theo Teryazos
NY Office-RKO Pavilion
551 Madison Avenue
New York, New York 10285
T. Christopher Pettit President and Chief Operating Lehman Brothers Inc.
Offie of Lehman Brothers 3 World Financial Center
10th Floor
New York, New York 10285
Masataka Shimasaki General Manager for the Americas, Nippon Life Insurance Company
Nippon Life Insurance Company 1251 Avneue of the Americas
52nd Floor
New York, New York 10020
Malcolm Wilson Counsel to Kent, Hazzard, Jaeger, Kent, Hzzard, Jaeger, Green,
Green, Wilson & Fay Wilson & Fay
50 Main Street
White Plains, New York 10606-1920
</TABLE>
The above individuals are U.S. citizens, with the exception of
Messrs. Funaki and Shimasaki, who are citizens of Japan.
<TABLE>
<CAPTION>
Executive Officers who are not
Directors Title/Principal Occupation Address
<S> <C> <C>
T. Anthony Brooks Managing Director of Lehman Lehman Brothers Inc.
Brothers Inc. 3 World Financial Center
6th Floore
New York, New York 10285
Jeremiah M. Callaghan Managing Director of Lehman Lehman Brothers Inc.
Brothers Inc. 3 World Financial Center
8th Floor
New York, New York 10285
James A. Carbone Chairman and Chief Executive of Lehman Brothers Inc.
Lehman Brothers Asia 3 World Financial Center
9th Floor
New York, New York 10285
John L. Cecil Chief Administrative Officer of Lehman Brothers Inc.
Lehman Brothers Holdings Inc. 3 World Financial Center
6th Floor
New York, New York 10285
Ronald Gallatin Senior Executive Vice President of Lehman Brothers Inc.
Lehman Brothers Holdings Inc. 3 World Financial Center
10th Floor
New York, New York 10285
Robert E. Genirs Managing Director of Lehman Brothers Inc. Lehman Brothers Inc.
3 World Financial Center
10th Floor
New York, New York 10285
Joseph M. Gregory Vice President of Lehman Brothers Lehman Brothers Inc.
Holdings Inc. 3 World Financial Center
9th Floor
New York, New York 10285
Bruce R. Lakefiled Managing Director and Director of Lehman Brothers Inc.
the Multiple Trading Ventures 3 World Financial Center
Division of Lehman Brothers Inc. 7th Floor
New York, New York 10285
Stephen M. Lessing Managing Director and Global Lehman Brothers Inc.
Fixed Income Sales Manager of 3 World Financial Center
Lehman Brothers Inc. 9th Floor
New York, New York 10285
David Marcus Senior Executive Vice President and Lehman Brothers Inc.
Secretary of Lehman Brothers 3 World Financial Center
Holdings Inc. 10th Floor
New York, New York 10285
Robert Matza Chief Financial Officer of Lehman Lehman Brothers Inc.
Brothers Holdings Inc. 3 World Financial Center
6th Floor
New York, New York 10285
Michael Milversted Treasurer of Lehman Brothers Holdings Inc. Lehman Brothers Inc.
3 World Financial Center
New York, New York 10013
Thomas A. Russo Managing Director of Lehman Brothers Inc. Lehman Brothers Inc.
3 World Financial Center
10th Floor
New York, New York 10285
Mel A. Shaftel Managing Director of Lehman Brothers Inc. Lehman Brothers Inc.
3 World Financial Center
18th Floor
New York, New York 10285
Thomas H. Tucker Managing Director of Lehman Brothers Inc. Lehman Brothers Inc.
3 World Financial Center
6th Floor
New York, New York 10285
C. Daniel Tyree Chairman and Chief Executive Lehman Brothers Inc.
Lehman Brothers Europe 3 World Financial Center
10th Floor
New York, New York 10285
Paul D. Williams Managing Director of Lehman Brothers Inc. Lehman Brothers Inc.
3 World Financial Center
6th Floor
New York, New York 10285
</TABLE>
<PAGE>
EXHIBIT 4
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: ( )
<PAGE>
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.
NUMBER OF (7) SOLE VOTING POWER
SHARES 860,800 A BACs
BENEFICIALLY
OWNED BY (8) SHARED VOTING POWER
EACH 0
REPORTING
PERSON WITH (9) SOLE DISPOSITIVE POWER
860,800 A BACs
(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
<PAGE>
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 noncontributory. 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"):
(l) 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.. . . . . . . . . . . .
<PAGE>
EXHIBIT 5
AGREEMENT TO FILE JOINT
STATEMENT ON SCHEDULE 13D
AGREEMENT, dated this 6th day of September, 1994, by
and among Lehman Brothers Holdings Inc., EIP I Inc., EIP Holdings
L.P. and Victor K. Atkins, Jr. (collectively, the "Filing
Persons").
W I T N E S E T H
WHEREAS, the Filing Persons may be deemed to have
beneficial ownership of, in the aggregate, more than five percent
of the Units of Beneficial Assignment of Class A Limited
Partnership Interest ("BACs") of Polaris Industries Partners L.P.
as of the date hereof;
WHEREAS, pursuant to Rule 13d-1 under the Securities
Exchange Act of 1934, as amended (the "Act"), any person who
after acquiring equity securities of a class registered under
Section 12 of the Act is directly or indirectly the owner of more
than five percent of such class is, generally,
required to file with the Securities and Exchange Commission a
Statement on Schedule 13D; and
WHEREAS, Rule 13d-1(f) under the Act provides that
whenever two or more persons are permitted to file a Statement on
Schedule 13D with respect to
the same securities, only one such Statement need be filed,
provided such persons agree in writing that such Statement is
filed on behalf of each of them.
NOW, THEREFORE, in consideration of the premises and
the mutual covenants and agreements contained herein, the parties
hereto hereby agree as follows:
The Filing Persons hereby agree in accordance with Rule
13d-1(f) under the Act, to file one statement and any amendments
thereto on Schedule 13D (the "Statement") with respect to the
BACs beneficially owned or deemed to
be beneficially owned by each of them pursuant to Sections 13(d)
and 13(g) of the Act and the rules thereunder.
The Filing Persons hereby agree that the Statement
shall be filed on behalf of each of them and that a copy of this
Agreement shall be filed as
an Exhibit thereto in accordance with Rule 13d-1(f)(1)(iii) under
the Act.
Except as expressly provided in the Statement, this
Agreement and the filing of the Statement shall not be construed
to be an admission that any
of the Filing Persons is a member of a "group" consisting of one
or more such
persons pursuant to Sections 13(d) and 13(g) of the Act and the
rules thereunder.
IN WITNESS WHEREOF, the parties have executed this
Agreement or caused this Agreement to be executed on their behalf
by their respective duly authorized representatives as of the
date first written above.
/s/ Victor K. Atkins, Jr.
Victor K. Atkins, Jr.
LEHMAN BROTHERS HOLDINGS INC.
By: /s/ Karen C. Manson
Name: Karen C. Manson
Title: Vice President
EIP I INC.
By: /s/ Karen C. Manson
Name: Karen C. Manson
Title: Secretary
EIP HOLDINGS L.P.
By: EIP Holdings Inc., its general
partner
By: /s/ Karen C. Manson
Name: Karen C. Manson
Title: Secretary
