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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 18, 2000
POLARIS INDUSTRIES INC.
(Exact name of Registrant as specified in its charter)
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<S> <C> <C>
MINNESOTA 1-11411 41-1790959
(State of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.)
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2100 Highway 55
Medina, Minnesota 55340
(Address of principal executive offices)
(Zip Code)
(612) 542-0500
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS.
On May 18, 2000, the Board of Directors of Polaris Industries
Inc. (the "Company"), declared a dividend of one preferred share purchase right
(a "Right") per share for each outstanding share of common stock, par value $.01
(the "Common Shares"), of the Company. The dividend is payable on June 1, 2000
(the "Record Date") to shareholders of record at the close of business on that
date. The description and terms of the Rights are set forth in a Rights
Agreement (the "Rights Agreement"), dated as of May 18, 2000, between the
Company and Norwest Bank Minnesota, N.A., as Rights Agent (the "Rights Agent").
The description that follows of the terms of the Rights
Agreement and of the Rights issued thereunder is a general description only and
does not purport to be complete. The terms of the Rights will in all cases be
governed by the Rights Agreement. A copy of the Rights Agreement has been filed
with the Securities and Exchange Commission as an Exhibit to a Registration
Statement on Form 8-A dated May 25, 2000. A copy of the Rights Agreement is
available free of charge from the Company.
Purchase Price
Each Right entitles the registered holder to purchase from the
Company one one-hundredth of a share of Series A Junior Participating Preferred
Stock, par value $.01 (the "Preferred Shares"), of the Company at a price of
$150.00 per one-hundredth of a Preferred Share (the "Purchase Price"), subject
to adjustment.
Distribution Date
Initially, the Rights will be attached to all certificates
representing the Common Shares then outstanding, and no separate certificates
evidencing the Rights ("Rights Certificates") will be distributed. The Rights
will separate from the Common Shares and a "Distribution Date" will occur upon
the earlier of (i) public disclosure that a person or group of affiliated or
associated persons has become an "Acquiring Person" (as defined below), or (ii)
ten (10) business days (or such later date as the Board shall determine)
following the commencement of a tender offer or exchange offer that would result
in a person or group becoming an "Acquiring Person." Except as set forth below,
an "Acquiring Person" is a person or group of affiliated or associated persons
who has acquired beneficial ownership of 15% or more of the outstanding Common
Shares. The term "Acquiring Person" excludes (i) the Company, (ii) any
subsidiary of the Company, (iii) any employee benefit plan of the Company or any
subsidiary of the Company, and (iv) any person or entity organized, appointed or
established by the Company for or pursuant to the terms of any such plan.
Exercisability
The Rights are not exercisable until the occurrence of the
Distribution Date. Until the occurrence of the Distribution Date, (i) the Rights
will be evidenced by the Common Shares certificates and will be transferred with
and only with such Common Shares certificates, (ii) new Common Shares
certificates issued after the Record Date will contain a notation incorporating
the Rights Agreement by reference, and (iii) the surrender for transfer of any
certificates for Common
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Shares outstanding will also constitute the transfer of the Rights associated
with the Common Shares represented by such certificates.
As soon as practicable after the occurrence of the
Distribution Date, Rights Certificates will be mailed to holders of record of
the Common Shares as of the close of business on the Distribution Date and,
thereafter, the separate Rights certificates alone will represent the Rights.
The Rights will expire at the close of business on May 31, 2010, unless extended
or earlier redeemed by the Company as described below.
Adjustments
The Purchase Price payable, and the number of Preferred Shares
or other securities or property issuable, upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution (i) in the event of
a stock dividend on, or a subdivision, combination or reclassification of, the
Preferred Shares, (ii) if holders of the Preferred Shares are granted certain
rights or warrants to subscribe for Preferred Shares or convertible securities
at less than the current market price of the Preferred Shares, or (iii) upon the
distribution to holders of the Preferred Shares of evidences of indebtedness or
assets (excluding regular quarterly cash dividends) or of subscription rights or
warrants (other than those referred to above). With certain exceptions, no
adjustment in the Purchase Price will be required until cumulative adjustments
amount to at least 1% of the Purchase Price. No fractional Rights will be issued
and, in lieu thereof, an adjustment in cash will be made based on the market
price of the Preferred Shares on the last trading date prior to the date of
exercise.
Preferred Shares
Because of the nature of the Preferred Shares' dividend,
liquidation and voting rights, the value of the one one-hundredth interest in a
share of Preferred Shares purchasable upon exercise of each Right should
approximate the value of one share of Common Shares. Preferred Shares
purchasable upon exercise of the Rights will not be redeemable. Each share of
the Preferred Shares will be entitled to a quarterly dividend payment of 100
times the dividend declared per share of Common Shares. Each share of Preferred
Shares will have 100 votes, voting together with the shares of Common Shares.
These rights are protected by customary antidilution provisions.
Flip-In Provision
In the event that, at any time following the Distribution
Date, a person becomes an Acquiring Person, each holder of a Right will
thereafter have the right to receive, upon exercise of the Right, Common Shares
(or, in certain circumstances, cash, property or other securities of the
Company) having a value equal to two times the exercise price of the Right.
Notwithstanding any of the foregoing, following the occurrence of the event set
forth in this paragraph, all Rights that are, or (under certain circumstances
specified in the Rights Agreement) were, beneficially owned by any Acquiring
Person will be null and void and nontransferable and any holder of any such
Right (including any purported transferee or subsequent holder) will be unable
to exercise or transfer any such Right.
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Flip-Over Provision
In the event that, at any time following the Distribution
Date, the Company is acquired in certain merger or other business combination
transactions or 50% or more of the Company's assets or earning power is sold,
mortgaged or transferred, each holder of a Right (except Rights which previously
have been voided as set forth above) shall thereafter have the right to receive,
upon exercise, common shares of the acquiring company having a value equal to
two times the exercise price of the Right.
Redemption
At any time until the Shares Acquisition Date, the Company may
redeem the Rights in whole, but not in part, at a price (the "Redemption Price")
of $.001 per Right by resolution of the Board of Directors.
Exchange
At any time after a Person becomes an Acquiring Person
(subject to certain exceptions), and prior to the acquisition by a Person of 50%
or more of the outstanding Common Shares, the Board of Directors of the Company
may exchange all or part of the Rights for Common Shares at an exchange ratio
per Right equal to the result obtained by dividing the exercise price of a Right
by the current per share market price of the Common Shares, subject to
adjustment.
Rights of Holders
Until a Right is exercised, the holder thereof, as such, will
have no rights as a shareholder of the Company, including, without limitation,
the right to vote or to receive dividends. While the distribution of the Rights
will not be taxable to shareholders or to the Company, shareholders may,
depending upon the circumstances, recognize taxable income in the event that the
Rights become exercisable for Common Shares (or other consideration) of the
Company or for common shares of the acquiring company as set forth above.
Amendments
Any of the provisions of the Rights Agreement may be amended
by resolution of the Company's Board of Directors prior to the Distribution
Date. After the Distribution Date, the provisions of the Rights Agreement may be
amended by resolution of the Company's Board in order to make changes which do
not adversely affect the interests of holders of Rights (excluding the interests
of any Acquiring Person or its affiliates or associates).
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ITEM 7. EXHIBITS.
4.1 Form of Rights Agreement, dated as of May 18, 2000 between Polaris
Industries Inc. and Norwest Bank Minnesota, N.A, as Rights Agent,
incorporated by reference from the Company's Registration
Statement on Form 8-A dated as of May 25, 2000.
99.1 Press Release dated as of May 18, 2000.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on it behalf by
the undersigned, thereunto duly authorized.
Date: May 25, 2000
POLARIS INDUSTRIES INC.
/s/ Michael W. Malone
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Michael W. Malone
Vice President - Finance,
Chief Financial Officer and
Secretary of Polaris Industries Inc
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE
Contact: Thomas Tiller Chris Malecek
Michael Malone Shandwick USA
Polaris Industries Inc. 612-346-6181
763-542-0500
POLARIS INDUSTRIES INC.
ADOPTS SHAREHOLDER RIGHTS PLAN
MINNEAPOLIS (May 18, 2000) ---- Polaris Industries Inc. (NYSE/PSE: PII)
announced today that its Board of Directors has adopted a shareholder rights
plan. Under the plan, a dividend of preferred stock purchase rights will become
exercisable if a person or group should acquire 15 percent or more of the
company's common stock. The dividend will consist of one purchase right for each
outstanding share of the company's common stock held by shareholders of record
on June 1, 2000.
"The rights are not being distributed in response to any specific
effort to acquire the company," stated Tom Tiller, President and Chief Executive
Officer. "The purpose of this rights plan is to protect our shareholders' right
to receive full value for their investment. We continue to believe that Polaris
is undervalued in today's market."
Each right will entitle shareholders to buy one-hundredth of a share of
Polaris preferred stock at an exercise price of $150. The rights become
exercisable if a person or group acquires 15 percent or more of the company's
outstanding common stock. The Company will generally be entitled to redeem the
rights for $.001 per right at any time before any person or group acquires 15
percent or more of Polaris' common stock. The rights will expire in 10 years,
and the distribution is not taxable to shareholders.
If a person or group actually reaches the 15 percent ownership
threshold, each right would then entitle the holder to purchase from the company
a number of shares having a market value equal to twice the exercise price.
Rights associated with shares held by the acquiring person or group would become
void.
If the company should be acquired in a merger or other business
combination after a person or group acquires 15 percent or more of the company's
common stock, each right will entitle its holder to purchase a number of the
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acquiring company's common shares having a market value equal to twice the
right's exercise price.
Polaris Industries Inc. designs, engineers, manufactures and markets
snowmobiles, all-terrain vehicles, motorcycles, personal watercraft and the
Polaris Ranger for recreational and utility use. Polaris is the world's largest
snowmobile manufacturer, and one of the largest U.S. manufacturers of
all-terrain vehicles and personal watercraft. Polaris Industries Inc. trades on
the New York Stock Exchange and Pacific Stock Exchange under the symbol "PII",
and the company is included in the S&P SmallCap 600 stock price index.
