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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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)
JAMES C. MELVILLE
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 6, 1998
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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:
/ /
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SCHEDULE 13D
CUSIP No. 731069 10 2
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(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
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 IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 1,351,610
SHARES --------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 150,000
EACH --------------------------------------------------
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON 1,351,610
WITH --------------------------------------------------
(10) SHARED DISPOSITIVE POWER
150,000
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,351,610
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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
5.13%
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(14) TYPE OF REPORTING PERSON
IN
*Mr. Wendel disclaims, pursuant to Rule 13d-4, beneficial ownership of 150,000
shares held by The Wendel Foundation of which he is Vice President, Treasurer
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
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reporting person received 857,800 shares of 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.
9,000 shares of Common Stock held by the reporting person were
acquired by him as a compensatory award from the Issuer on May
10, 1995. The reporting person acquired 434,950 shares of Common
Stock on October 17, 1995 as the result of a 50% share dividend
paid by the Issuer on account of all outstanding shares of Common
Stock.
The reporting person received 6,000 shares of Common Stock on
each of January 1, 1997 and 1998 as the result of the vesting of
certain awards under the Issuer's 1987 Management Ownership Plan.
The reporting person also received awards of 9,720, 8,340 and
9,200 restricted shares of Common Stock (the "Restricted Shares")
on May 9, 1996, March 11, 1997 and March 6, 1998, respectively,
under the Issuer's 1996 Restricted Stock Plan. The Restricted
Shares become freely tradable only upon the Issuer achieving
certain compounded earnings growth targets within specified
periods.
The reporting person donated 33,000 shares of Common Stock to
Harvard College on June 26, 1997.
40,500 shares of Common Stock reported herein as held by the
reporting person are the subject of stock options granted to the
reporting person under the Issuer's 1995 Stock Option Plan which
will vest and become exercisable on May 10, 1998. Such shares
are reported herein in accordance with Rule 13d-3.
The Wendel Foundation, formerly known as the Hall and Deborah
Wendel Foundation (the "Foundation"), of which the reporting
person is Vice President, Treasurer and a Trustee, received a
donation of 100,000 shares of Common Stock on March 15, 1995.
The Foundation received 50,000 shares of Common Stock from the
Issuer on October 17, 1995 on account of a 50% share dividend.
The reporting person disclaims beneficial ownership of shares
held by the Foundation pursuant to Rule 13d-4.
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Item 4. Purpose of Transaction.
The reporting person currently intends to hold the 1,351,610
shares of Common Stock over which he has sole voting and
dispositive power for investment purposes. It is currently
contemplated that the reporting person may transfer an
unspecified number of shares of Common Stock to the reporting
person's ex-spouse pursuant to a divorce decree at some future
time.
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 1,351,610 shares of
Common Stock, including 40,500 shares of Common Stock subject to
stock options granted by the Issuer which will vest and become
exercisable on May 10, 1998, representing 5.13% of the
outstanding shares of Common Stock of the Issuer. The reporting
person disclaims beneficial ownership of the 150,000 shares of
Common Stock held by the Foundation.
(b) The reporting person has sole voting and dispositive power
for 1,351,610 of the shares of Common Stock described in Item
5(a) above. With respect to the 150,000 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:
(i) Deborah Dearborn
4278 Gulf Pines Drive
Sanibel, FL 33957
Vice President and Trustee of The Wendel Foundation;
(ii) Terry Saario
3141 Dean Court, Unit 1202
Minneapolis, MN 55416
Vice President and Trustee of the Wendel Foundation;
(iii) Amy Wendel
1034 Chestnut Street
San Francisco, CA 94109
Vice President and Trustee of the Wendel Foundation;
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(iv) Steve Litman
Leonard Street & Deinard
150 South Fifth Street
Minneapolis, MN 55402
Vice President and Trustee of the Wendel Foundation; and
(v) Debbie Farley
14567 - 78th Street N.E.
Elk River, MN 55330
President, Secretary and Trustee of The Wendel Foundation
(c) (i) The reporting person was awarded 9,200 restricted shares
of Common Stock on March 6, 1998 under the Issuer's 1996 Restricted
Stock Plan. These shares become
freely tradable only upon the Issuer achieving certain compounded
earnings growth targets within a four year period.
(ii) A stock option to purchase 40,500 shares of Common Stock
granted to the reporting person under the Issuer's 1995 Stock Option
Plan will vest and become exercisable on May 10, 1998.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings, or Relationships with Respect
to Securities of the Issuer.
It is currently contemplated that the reporting person may transfer an
unspecified number of shares of Common Stock to the reporting person's
ex-spouse pursuant to a divorce decree at some future time.
Item 7. Materials to be Filed as Exhibits.
None.
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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 30, 1998
/s/ W. Hall Wendel, Jr.
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W. Hall Wendel, Jr.
