POLARIS INDUSTRIES PARTNERS L P
10-Q/A, 1995-02-09
MISCELLANEOUS TRANSPORTATION EQUIPMENT
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<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C.  20549

                                -----------------

                                   FORM 10-Q/A

                                 AMENDMENT NO. 2

(MARK ONE)

/X/  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1994
                              ------------------

                                       OR

/ /  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

For the transition period from ____________________ to ___________________


Commission File Number 1-9653
                       ------

                        Polaris Industries Partners L.P.
- - - --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


                     Delaware                               11-2871657
- - - --------------------------------------------------------------------------------
           (State or other jurisdiction                    (IRS Employer
         of incorporation or organization)              Identification No.)

      1225 Highway 169 North, Minneapolis, MN                  55441
- - - --------------------------------------------------------------------------------
     (Address of principal executive offices)               (Zip Code)

                                 (612) 542-0500
- - - --------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.

                     Yes   X                             No
                         -----                              -----

<PAGE>

                                TABLE OF CONTENTS

Statement of Amendment                                                     Pg. 3

Part II.  OTHER INFORMATION

     Item 6 - Exhibits and Reports on Form 8-K                             Pg. 4

SIGNATURE PAGE                                                             Pg. 5


                                       -2-
<PAGE>

                                     PART II

Item 6.   EXHIBITS AND REPORTS ON FORM 8-K

Item 6 of the Registrant's Quarterly Report on Form 10-Q for the period ended
September 30, 1994 (the "Report") is hereby amended to add thereto Exhibit 27,
which was omitted from the Report in error.  In accordance with the rules of the
Securities and Exchange Commission, Item 6 is hereby restated in full and
Exhibit 27 is added to the Report.  No other change in the Report is being
effected hereby.


                                       -3-
<PAGE>

                        POLARIS INDUSTRIES PARTNERS L.P.

Part II.  OTHER INFORMATION

     ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

          (a)  EXHIBITS
          11   -    Computation of Net Income Per Unit.
          27   -    Financial Data Schedule

          (b)  REPORTS ON FORM 8-K

                    The Partnership filed a current report on Form 8-K on
                    August 31, 1994, with respect to Item 5 (Other Events) and
                    Item 7(c) (Exhibits).  The Partnership also filed a current
                    report on Form 8-K on October 14, 1994 with respect to
                    Item 5 (Other Events) and Item 7(c) (Exhibits).


                                       -4-
<PAGE>

                                   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.
                                        (Registrant)

                                   By POLARIS INDUSTRIES PARTNERS INC.,
                                        General Partner


Date:  February 9, 1995                 By:  /s/ JOHN H. GRUNEWALD
                                             ---------------------
                                             John H. Grunewald,
                                             Executive Vice President,
                                             Chief Financial Officer
                                             and Secretary (Principal
                                             Financial and Accounting
                                             Officer)


                                       -5-


<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
balance sheet of Polaris Industries Partners L.P. as of September 30, 1994,
and the related statements of operations, partners' capital and cash flows
for the year-to-date period ended September 30, 1994, and is qualified in
its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1994
<PERIOD-START>                             JAN-01-1994
<PERIOD-END>                               SEP-30-1994
<CASH>                                          53,733
<SECURITIES>                                         0
<RECEIVABLES>                                   42,114
<ALLOWANCES>                                         0
<INVENTORY>                                     78,645
<CURRENT-ASSETS>                               178,443
<PP&E>                                          83,673
<DEPRECIATION>                                  37,970
<TOTAL-ASSETS>                                 250,377
<CURRENT-LIABILITIES>                          149,399
<BONDS>                                              0
<COMMON>                                             0
                                0
                                          0
<OTHER-SE>                                     100,978
<TOTAL-LIABILITY-AND-EQUITY>                   250,377
<SALES>                                        584,725
<TOTAL-REVENUES>                               584,725
<CGS>                                          443,093
<TOTAL-COSTS>                                  443,093
<OTHER-EXPENSES>                                85,786
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                 56,618
<INCOME-TAX>                                     6,007
<INCOME-CONTINUING>                             50,611
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    50,611
<EPS-PRIMARY>                                     2.46
<EPS-DILUTED>                                     2.46
        

</TABLE>


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