SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
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) 283-6203
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 28, 1994
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement
[ ]. (A fee is not required only if the reporting person: (1) has
a previous statement on file reporting beneficial ownership of
more than five percent of the class of securities described in
Item 1; and (2) has filed no amendment subsequent thereto
reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
The information required on the remainder of this cover page
shall not be
deemed to be "filed" for the purpose of Section 18 of the
Securities
Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that
section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
<PAGE>
SCHEDULE 13D
CUSIP No. 731068102 Page 2 of 7 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 1,213,818
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY EACH 9 SOLE DISPOSITIVE POWER 1,213,818
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER 0
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,213,818
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* | |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.70%
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>
This Amendment No. 1 (the "Amendment") relates to the
Schedule 13D (the "Schedule 13D") filed by Victor K. Atkins, Jr.
in connection with 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.
Capitalized terms used but not defined in the Amendment shall
have the respective meanings set forth in the Schedule 13D.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is amended to add the following:
On December 28, 1994, Mr. Atkins donated 180,000 Shares to
Harvard University (the "Donation"), leaving him with sole voting
and dispositive power with respect to 1,213,818 Shares,
representing 6.70% of the outstanding Common Stock.
Item 6. Contracts, Arrangements, Understandings or
Relationships with respect to Securities of the Issuer.
Item 6 of the Schedule 13D is amended to add the following:
In connection with the Donation, Mr. Atkins and Harvard
University entered into a letter agreement imposing certain
restrictions on the sale by Harvard University of any of the
donated Shares. A copy of such letter agreement appears as
Exhibit 1 to this Amendment.
Item 7. Material to be Filed as Exhibits.
Exhibit Page
(1) Letter Agreement, dated as of December 28,
1994, by and between Victor K. Atkins, Jr.
and Harvard University. 5
<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: January 6, 1995
/s/ Victor K. Atkins, Jr.
Victor K. Atkins, Jr.
EXHIBIT INDEX
Exhibit Page
(1) Letter Agreement, dated as of December 28,
1995, by and between Victor K. Atkins, Jr.
and Harvard University. 5
<PAGE>
EXHIBIT 1
December 28, 1994
VIA FAX AND FEDEX
Mr. Henry J. Ameral
Assistant Treasurer
Harvard University
600 Atlantic Avenue
Boston, MA 02210-2203
Dear Mr. Ameral:
Today I am donating to Harvard University (the "Donee")
180,000 shares (the "Shares") of the Common Stock, par value $.01
per share, of Polaris Industries Inc. (the "Corporation"), a
public corporation listed on the American Stock Exchange and the
Pacific Stock Exchange under the symbol "SNO".
Transfer of the Shares is restricted pursuant to Rule
145 promulgated under the Securities Act of 1933, as amended (the
"Act"), and I have signed an agreement to abide by Rule 145, a
copy of which is attached as Exhibit A hereto. Donee
acknowledges that it takes the Shares subject to the
restrictions and limitations set forth in such letter.
Consequently, the Donee may not sell, transfer, pledge,
hypothecate, alienate or otherwise assign or dispose of
(collectively, "Sell") the Shares without either (i)
registration under the Act or (ii) compliance with Rule 145.
Please understand that the Corporation's only
obligation to register the offering of the Shares under the Act
is pursuant to a certain Registration Rights Agreement dated as
of December 22, 1994 and attached as Exhibit B hereto (the
"Registration Rights Agreement"), to which I am a party.
Any Sale of the Shares made in reliance on Rule 145(d) can be
made only in limited amounts in accordance with the terms and
conditions of such rule (including its references to Rule 144
under the Act).
In addition, any Sales by the Donee or its transferees
will be aggregated with my own Sales and Sales by others who
acquired securities of the Corporation from me by gift (or their
transferees) for purposes of the volume limitation requirements
of Rule 145. The Donee agrees to comply with the volume
limitations and other requirements of Rule 145. We agree to
coordinate any Sales we may make prior to December 22, 1996 and I
agree to accept Donee's reasonable requests with respect thereto.
In no event may the Donee Sell the Shares prior to February 15,
1995.
As my transferee, the Donee will be deemed a "Holder"
entitled to certain rights under the Registration Rights
Agreement. We agree that each of us may initiate one request for
a "Demand Registration" (as defined in the Registration Rights
Agreement) without the other's consent. Until the earlier
of December 22, 1996, or such time as Donee has received 300,000
Shares (as adjusted in accordance with the Registration Rights
Agreement), in the event Donee wishes to initiate a request for a
"Demand Registration" I agree to join with Donee with respect to,
or in the alternative to donate to Donee, a number
of Shares equal to the difference between 300,000 Shares and the
number previously donated by me to Donee.
The Donee will indemnify me and hold me harmless from
and against any and all expenses, damages or other liabilities
(including, without limitation, attorney fees) which I may at any
time incur as a result of any Sale by the Donee of any of the
Shares in contravention of this Agreement.
The Donee shall be deemed to have acquired my basis in
the Shares and shall be deemed to have acquired the Shares for
purpose of Rule 145 when they were acquired by me. The Shares
were acquired by me on December 22, 1994.
I am delivering irrevocable written instructions to
effect this transfer to United States Trust Company of New York,
the custodian of my Shares, a copy of which is attached as
Exhibit C hereto. The certificate for the Shares will be
delivered to you when it has been processed. In order to
process such papers, it is necessary that you acknowledge this
donation, and the restrictions imposed, where noted below on the
enclosed copy of this letter and return such copy to me.
Sincerely,
/s/ Victor K. Atkins, Jr.
Victor K. Atkins, Jr.
THE GIFT NOTED ABOVE IS HEREBY
ACKNOWLEDGED AND ACCEPTED ON THE
TERMS NOTED
HARVARD UNIVERSITY
By: /s/ Henry J. Ameral
Henry J. Ameral
Title: Assistant Treasurer
Date: December 28, 1994
Employer Identification No.: 04-6037938
