SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
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)
April 6, 1995
(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)[ ]
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
United States
NUMBER OF 7 SOLE VOTING POWER 893,818
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 893,818
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER 0
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
893,818
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.91%
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. 2 (the "Amendment") relates to the
Schedule 13D, as amended, (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 4. Purpose of Transaction.
Item 4 of the Schedule 13D is amended to add the following:
As of April 6, 1995, Mr. Atkins is the beneficial owner of
less than five percent of the Common Stock and therefore intends
to make no further filings pursuant to Rule 13d-1 promulgated
under the Securities Exchange Act of 1934 until such time as Mr.
Atkins' beneficial ownership of the Common Stock rises to a
level above five percent.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is amended to add the following:
On April 6, 1995, Mr. Atkins donated 320,000 Shares to
Harvard University (the "Donation"), leaving him with sole
voting
and dispositive power with respect to 893,818 Shares,
representing 4.91% 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 April 6, 1995 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 April 6,
1995, 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: April 6, 1995
Victor K. Atkins, Jr.
<PAGE> EXHIBIT INDEX
Exhibit Page
(1) Letter Agreement, dated as of April 6,
1995, by and between Victor K. Atkins, Jr.
and Harvard University. 6
[LETTERHEAD OF VICTOR KENNICOTT ATKINS, JR.]
April 6, 1995
VIA FAX and FIRST CLASS MAIL
Mr. Henry J. Ameral
Assistant Treasurer
Harvard University
600 Atlantic Avenue
Boston, MA 02210-2203
Mr. Ameral:
Today I am donating to Harvard University an additional
320,000 shares (the "Shares") of common stock of Polaris
Industries Inc. to be added to the existing 180,000 shares
currently held in the Victor K. Atkins, Jr. Charitable Remainder
Trust IV.
The Shares are subject to the same restrictions,
indemnities and conditions set forth in my letter (with
exhibits) to you of December 28,1994.
I am delivering irrevocable written instructions to effect
this transfer to United States Trust Company of New York, the
custodian of the Shares, a copy of which is attached 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,
Victor K. Atkins, Jr.
THE GIFT NOTED ABOVE IS HEREBY
ACKNOWLEDGED AND ACCEPTED ON THE
TERMS NOTED
Harvard University Tax ID No.: 04-6037938
/s/ Henry J. Ameral
By: Henry J. Ameral
Title: Assistant Treasurer
Date:
