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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
POLARIS INDUSTRIES INC.
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(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
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(Title of Class of Securities)
731068 10 2
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(CUSIP Number)
ANDRIS A. BALTINS
KAPLAN, STRANGIS AND KAPLAN, P.A.
5500 NORWEST CENTER
90 SOUTH SEVENTH STREET
MINNEAPOLIS, MINNESOTA 55402
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
MARCH 15, 1995
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(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: /X/
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SCHEDULE 13D
CUSIP No. 731069 10 2
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(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
W. Hall Wendel, Jr. (###-##-####)
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) ( )
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS
00
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e)
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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(7) SOLE VOTING POWER
NUMBER OF 860,900
SHARES --------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 100,000
EACH --------------------------------------------------
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON 860,900
WITH --------------------------------------------------
(10) SHARED DISPOSITIVE POWER
100,000
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
860,900
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(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*
(X)
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
4.73%
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(14) TYPE OF REPORTING PERSON
IN
*Mr. Wendel disclaims, pursuant to Rule 13d-4, beneficial ownership of 100,000
shares held by the Hall and Deborah Wendel Foundation of which he is President
and a Trustee.
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SCHEDULE 13D
filed by
W. Hall Wendel, Jr.
Item 1. Security and Issuer.
Shares of Common Stock, $.01 par value (the "Common Stock")
Polaris Industries Inc. (the "Issuer")
1225 Highway 169 North
Minneapolis, MN 55441
Item 2. Identity and Background.
(a), (b) W. Hall Wendel, Jr.
1225 Highway 169 North
Minneapolis, MN 55441
(c) Chairman of the Board of Directors and Chief Executive Officer of
the Issuer.
(d) During the last five years, the reporting person has not been
convicted in a criminal proceeding (excluding traffic violations or
small misdemeanors).
(e) 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.
(f) United States Citizen
Item 3. Source and Amount of Funds or Other Consideration.
3,000 Shares of Common Stock held by the reporting person were
acquired by him by direct purchase from the Issuer in October of 1994.
Such shares were purchased with personal funds of the reporting
person.
On December 22, 1994, a wholly-owned subsidiary of the Issuer was
merged (the "Merger") into Polaris Industries Partners L.P. (the
"Partnership") and each unit of Beneficial Assignment of Class A
Limited Partnership Interests of the Partnership (the "BACs") was
exchanged for one share of Common Stock. In the Merger, the reporting
person received 857,800 shares of
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Common Stock in exchange for 857,800 BACs. The BACs formerly held by
the reporting person were acquired by him in the original issuance of
securities by the Partnership in 1987 and in cancellation of
indebtedness of The Wendel Trust, u.t.a. dated October 27, 1988 in a
transaction that took place in 1990.
100 shares of Common Stock held by the reporting person were acquired
in a purchase from a broker-dealer in connection with the listing of
the Common Stock on the New York Stock Exchange on February 24, 1995.
Such shares were purchased with personal funds of the reporting
person.
The Hall and Deborah Wendel Foundation (the "Foundation"), of which
the reporting person is President and a Trustee, received a donation
of 100,000 shares of Common Stock on March 15, 1995. The reporting
person disclaims beneficial ownership of such shares pursuant to Rule
13d-4.
Item 4. Purpose of Transaction.
The reporting person currently intends to hold the 860,900 shares of
Common Stock over which he has sole voting and dispositive power for
investment purposes.
Although the reporting person has from time to time considered plans
or proposals, including the Merger, 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, and the
reporting person may in the future have plans or proposals with
respect thereto, at the present time, the reporting person has no such
plans or proposals.
Item 5. Interest in Securities of the Issuer.
(a) The reporting person beneficially owns 860,900 shares of Common
Stock representing 4.73% of the outstanding shares of Common Stock of
the Issuer. The reporting person disclaims beneficial ownership of
the 100,000 shares of Common Stock held by the Foundation.
(b) The reporting person has sole voting and dispositive power for
860,900 of the shares of Common Stock described in Item 5(a) above.
With respect to the 100,000 shares of Common Stock which are held by
the Foundation, the reporting person, as an officer and trustee of the
Foundation, shares voting and dispositive power with:
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(i) Deborah Wendel
1225 Highway 169 North
Minneapolis, MN 55441
(ii) Secretary, Treasurer and Trustee of the Hall and Deborah
Wendel Foundation
(c) (i) 100 shares of Common Stock held by the reporting person were
acquired in a purchase through a broker-dealer in connection with
the listing of the Common Stock on the New York Stock Exchange on
February 24, 1995. The price per share was $44.75. The
transaction took place in New York, New York.
(ii) The Foundation, of which the reporting person is President
and a Trustee received a donation of 100,000 shares of Common
Stock on March 15, 1995 from Ms. Amy Wendel, the reporting
person's daughter.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings, or Relationships with Respect
to Securities of the Issuer.
None.
Item 7. Materials to be Filed as Exhibits.
None.
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.
Date: March 24, 1995
/s/ W. Hall Wendel, Jr.
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W. Hall Wendel, Jr.
