SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
POLARIS INDUSTRIES INC.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
731068102
(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
[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).
<PAGE>
SCHEDULE 13D
CUSIP No. 731068102 Page 2 of 10 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 1,393,818
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 1,393,818
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER 0
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,393,818
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.70%
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>
Item 1. Security and Issuer.
This Schedule 13D (the "Schedule 13D") filed by Victor K.
Atkins, Jr. relates to the common stock, par value $.01 per share
(the "Common Stock"), of Polaris Industries Inc., a Minnesota
corporation (the "Corporation"), having its principal executive
offices at 1225 Highway 169 North, Minneapolis, Minnesota 55441.
Item 2. Identity and Background.
Victor K. Atkins, Jr. 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 a
private investor.
Mr. Atkins and W. Hall Wendel, Jr. are parties to an
agreement dated as of August 25, 1994, a copy of which is
attached as Exhibit 1 hereto (the "Wendel-Atkins Agreement"),
which provides, among other things, that for so
long as Mr. Atkins owns no less than 3% of the outstanding voting
securities of the Corporation, he will vote such securities in
favor of the Corporation's nominees for election to its Board of
Directors. By reason of the Wendel-Atkins Agreement, Messrs.
Atkins and Wendel may be deemed to constitute a
"group" for purposes of Section 13(d) of the Securities Exchange
Act of 1934, as amended; however, Mr. Atkins disclaims membership
in any such group.
During the last five years, Mr. Atkins has not been
convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors), nor has he 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 December 22, 1994, in a series of transactions pursuant
to which the Partnership ceased to be publicly held and become a
direct and indirect wholly-owned subsidiary of the Corporation
(collectively, the "Transaction"), Mr. Atkins received 1,393,818
shares of the Corporation's Common Stock (the
"Shares") in exchange for his interests in the Partnership and
certain affiliates thereof.
Item 4. Purpose of Transaction.
Mr. Atkins' current intention is to hold the Shares for
investment purposes; however, he may from time to time make
charitable donations of some Shares.
Item 5. Interest in Securities of the Issuer.
Mr. Atkins has sole voting and dispositive power with
respect to 1,393,818 Shares, representing 7.70% of the
outstanding Common Stock.
Mr. Atkins has not effected any transaction involving the
Common Stock 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 for so
long as Mr. Atkins owns no less than 3% of the outstanding voting
securities of the Corporation, he will vote such securities in
favor of the Corporation's nominees for election to its Board of
Directors.
Item 7. Material to be Filed as Exhibits.
Exhibit Page
(1) Agreement, dated as of August 25, 1994, by
and between W. Hall Wendel, Jr. 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: December 22, 1994
/s/ Victor K. Atkins, Jr.
Victor K. Atkins, Jr.
EXHIBIT INDEX
Exhibit Page
(1) Agreement, dated as of August
25, 1994, by and between W. Hall
Wendel, Jr. and Victor K. Atkins, Jr.
Exhibit 1
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."
