0001104659-12-002600.txt : 20120118 0001104659-12-002600.hdr.sgml : 20120118 20120118133453 ACCESSION NUMBER: 0001104659-12-002600 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120118 DATE AS OF CHANGE: 20120118 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SUZUKI MOTOR CORP CENTRAL INDEX KEY: 0001263521 IRS NUMBER: 880353193 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 300 TAKATSUKA CHO STREET 2: HAMAMATSU SHI SHIZUOKA KEN CITY: JAPAN STATE: M0 ZIP: 432 8611 BUSINESS PHONE: 81534402412 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ARCTIC CAT INC CENTRAL INDEX KEY: 0000719866 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS TRANSPORTATION EQUIPMENT [3790] IRS NUMBER: 411443470 STATE OF INCORPORATION: MN FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43143 FILM NUMBER: 12531577 BUSINESS ADDRESS: STREET 1: 505 NORTH HWY 19 STREET 2: SUITE 1000 CITY: PLYMOUTH STATE: MN ZIP: 55441 BUSINESS PHONE: 763-354-1800 MAIL ADDRESS: STREET 1: 505 NORTH HWY 19 STREET 2: SUITE 1000 CITY: PLYMOUTH STATE: MN ZIP: 55441 FORMER COMPANY: FORMER CONFORMED NAME: ARCTCO INC DATE OF NAME CHANGE: 19940224 SC 13G/A 1 a12-2668_1sc13ga.htm SC 13G/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No. 4)*

 

Arctic Cat Inc.

(Name of Issuer)

Class B Common Stock, $0.01 Par Value Per Share

(Title of Class of Securities)

None

(CUSIP Number)

December 22, 2011

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

 

*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 the disclosures provided in a prior cover page.

 

The information required in 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).

 


 

CUSIP No. None

 

 

1.

Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)

Suzuki Motor Corporation

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o Not applicable

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Japan

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
Not applicable

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
Not applicable

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
0% of Class B Common Stock

 

 

12.

Type of Reporting Person (See Instructions)
CO

 

2


 

Pursuant to a Stock Purchase Agreement dated as of July 18, 1988 (the “Stock Purchase Agreement”) between Suzuki Motor Corporation (“Suzuki”) and Arctic Cat Inc. (the “Issuer”), Suzuki purchased 7,560,000 shares (as adjusted for 3:2 stock splits on April 26, 1993 and September 2, 1994) of Class B Common Stock of the Issuer (constituting all outstanding shares of Class B Common Stock).

 

The purchase of the Class B Common Stock by Suzuki occurred before the Issuer became a reporting company under the Securities Exchange Act of 1934, as amended (the “1934 Act”).  Consequently, this filing is being made in accordance with Rule 13d-1(d) of the 1934 Act.

 

Suzuki previously sold 1,458,000 shares of the Class B Common Stock to the Issuer.  This Amendment No. 4 is being filed to report that, pursuant to a Stock Purchase Agreement, dated December 22, 2011, Suzuki sold 6,102,000 shares of the Class B Common Stock, constituting all of such shares owned by Suzuki, to the Issuer.

 

Item 1

(a)

Name of Issuer.
The Issuer to which this Schedule 13G relates is Arctic Cat Inc., a Minnesota corporation.

Item 1

(b)

Address of Issuer’s Principal Executive Offices.
The principal executive office of the Issuer is located at 505 North Highway 169, Suite 100, Plymouth, MN 55441

 

Item 2

(a)

Name of Person Filing.
Suzuki Motor Corporation

Item 2

(b)

Address of Principal Business Office or, if none, Residence.
300 Takatsuka-cho, Minami-ku, Hamamatsu-shi, Shizuoka-ken, Japan 432-8611

Item 2

(c)

Citizenship.
Japan

Item 2

(d)

Title of Class of Securities.
The class of equity securities to which this Schedule 13G relates is the Class B Common Stock, $0.01 par value per share, of Arctic Cat Inc.

Item 2

(e)

CUSIP Number.
None

 

Item 3.

If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

 

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)

o

Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

 

3


 

Item 4.

Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the Issuer identified in Item 1.

 

(a)

Amount beneficially owned:   

0 shares of Class B Common Stock.

 

(b)

Percent of class:   

0% of Class B Common Stock; 0% of outstanding shares of all Capital Stock.

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote:   

0

 

 

(ii)

Shared power to vote or to direct the vote:    

Not applicable

 

 

(iii)

Sole power to dispose or to direct the disposition of:   

0

 

 

(iv)

Shared power to dispose or to direct the disposition of:   

Not applicable

 

Item 5.

Ownership of Five Percent or Less of a Class.

Not applicable

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not applicable

 

Item 8.

Identification and Classification of Members of the Group.

Not applicable

 

Item 9.

Notice of Dissolution of Group.

Not applicable

 

4


 

Item 10.

Certifications.

Not applicable

 

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.

 

 

 

January 18, 2012

 

 

Date

 

 

 

 

 

SUZUKI MOTOR CORPORATION

 

 

 

 

 

By

/s/ MASAHIKO KATO

 

 

 

Signature

 

 

 

 

 

Mr. Masahiko Kato

 

 

General Manager, Motorcycle Marketing Dept.

 

 

Name/Title

 

5