-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, b5UuVwA/VwgDk29qtByc7yIduJHi9U/U4z7M4uUuJfnoDH2sSRWwsMxY674SajI7 HAhjYhHYQjdFOinW1mLUGA== 0000899681-94-000215.txt : 19941223 0000899681-94-000215.hdr.sgml : 19941223 ACCESSION NUMBER: 0000899681-94-000215 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19941222 SROS: AMEX SROS: PSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: POLARIS INDUSTRIES INC/MN CENTRAL INDEX KEY: 0000931015 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 411790959 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-43419 FILM NUMBER: 94565917 BUSINESS ADDRESS: STREET 1: 1225 HIGHWAY 169 NORTH CITY: MINNEAPOLIS STATE: MN ZIP: 55441 BUSINESS PHONE: 6125420500 MAIL ADDRESS: STREET 1: 1225 HIGHWAY 169 NORTH CITY: MINNESOTA STATE: MN ZIP: 55441 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ATKINS VICTOR K JR CENTRAL INDEX KEY: 0000918465 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 33 FLYING POINT ROAD CITY: SOUTHAMPTON STATE: NY ZIP: 11968 BUSINESS PHONE: 5162831915 MAIL ADDRESS: STREET 1: 33 FLYING POINT ROAD CITY: SOUTHAMPTON STATE: NY ZIP: 11968 SC 13D 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* 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) 283-1915 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 22, 1994 (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 [X]. (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). SCHEDULE 13D CUSIP No. 731068102 Page 2 of 10 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)| X | 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO 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 1,393,818 SHARES BENEFICIALLY 8 SHARED VOTING POWER 0 OWNED BY EACH 9 SOLE DISPOSITIVE POWER 1,393,818 REPORTING PERSON 10 SHARED DISPOSITIVE POWER 0 WITH 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,393,818 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.70% 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 Item 1. Security and Issuer. This Schedule 13D (the "Schedule 13D") filed by Victor K. Atkins, Jr. relates to 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. Item 2. Identity and Background. Victor K. Atkins, Jr. is a citizen of the United States of America, and his business address is 33 Flying Point Road, Southampton, NY 11968. His present principal employment is as a private investor. Mr. Atkins and W. Hall Wendel, Jr. are parties to an agreement dated as of August 25, 1994, a copy of which is attached as Exhibit 1 hereto (the "Wendel-Atkins Agreement"), which provides, among other things, that for so long as Mr. Atkins owns no less than 3% of the outstanding voting securities of the Corporation, he will vote such securities in favor of the Corporation's nominees for election to its Board of Directors. By reason of the Wendel-Atkins Agreement, Messrs. Atkins and Wendel may be deemed to constitute a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended; however, Mr. Atkins disclaims membership in any such group. During the last five years, Mr. Atkins has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), nor has he been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he 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. Item 3. Source and Amount of Funds or Other Consideration. On December 22, 1994, in a series of transactions pursuant to which the Partnership ceased to be publicly held and become a direct and indirect wholly-owned subsidiary of the Corporation (collectively, the "Transaction"), Mr. Atkins received 1,393,818 shares of the Corporation's Common Stock (the "Shares") in exchange for his interests in the Partnership and certain affiliates thereof. Item 4. Purpose of Transaction. Mr. Atkins' current intention is to hold the Shares for investment purposes; however, he may from time to time make charitable donations of some Shares. Item 5. Interest in Securities of the Issuer. Mr. Atkins has sole voting and dispositive power with respect to 1,393,818 Shares, representing 7.70% of the outstanding Common Stock. Mr. Atkins has not effected any transaction involving the Common Stock during the past 60 days. Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer. Mr. Atkins is a party to the Wendel-Atkins Agreement. The Wendel-Atkins Agreement provides, among other things, that for so long as Mr. Atkins owns no less than 3% of the outstanding voting securities of the Corporation, he will vote such securities in favor of the Corporation's nominees for election to its Board of Directors. Item 7. Material to be Filed as Exhibits. Exhibit Page (1) Agreement, dated as of August 25, 1994, by and between W. Hall Wendel, Jr. and Victor K. Atkins, Jr. 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: December 22, 1994 /s/ Victor K. Atkins, Jr. Victor K. Atkins, Jr. EX-99 2 EXHIBIT INDEX Exhibit Page (1) Agreement, dated as of August 25, 1994, by and between W. Hall Wendel, Jr. and Victor K. Atkins, Jr. Exhibit 1 AGREEMENT Agreement, dated as of August 25, 1994, by and among W. Hall Wendel, Jr. ("Mr. Wendel") and Victor K. Atkins, Jr. ("Mr. Atkins"). WHEREAS, Mr. Wendel is the record and beneficial owner of a certain number of Units of Beneficial Assignment of Class A Limited Partnership Interests ("A BACs") of Polaris Industries Partners, L.P. ("Polaris") and is the Chief Executive Officer of Polaris Industries Capital Corporation, a general partner of the general partner of Polaris Industries, L.P. (the "Operating Partnership"), which is the entity that operates the business of Polaris; WHEREAS, Mr. Atkins is the general partner of EIP Associates, L.P., the general partner of Polaris (the "General Partner") and is the record and beneficial owner of a certain number of A BACs; WHEREAS, the General Partner has announced a plan (the "Transaction") to the A BAC holders pursuant to which Polaris would be converted to a corporation; WHEREAS, the general terms of such Transaction are described in the press release attached hereto as Exhibit A; and WHEREAS, pursuant to such transaction, Mr. Atkins would receive, either through his ownership of A BACs or through his equity interest in the General Partner a number of shares of stock of the entity that would survive the transaction ("Newco"). NOW, THEREFORE, in consideration of the foregoing and the representations, warranties, covenants and agreements set forth herein, the undersigned hereby agree as follows: 1. Voting Agreement. Each of Mr. Atkins and Mr. Wendel will vote the A BACs owned by him, beneficially or of record, in favor of the Transaction. Subject to his fiduciary duties as advised by counsel, Mr. Atkins will work diligently to proceed with the Transaction and submit it to the A BAC holders for their approval as soon as possible. 2. Conduct of Polaris. Each of Mr. Atkins and Mr. Wendel will use his best efforts to see that the business and affairs of Polaris and the Operating Partnership will be conducted, and distributions will be made, only in the ordinary course of business and consistent with past practice. 3. Management. It is understood that at the Effective Time, Mr. Atkins will resign as an officer and director of Polaris, the Operating Partnership, any subsidiaries of the foregoing and any entity that may be in control of any of the foregoing or take such other actions as may be necessary so that Mr. Atkins does not directly or indirectly possess any management authority with respect to Newco or its business. It is also understood that he will not have any role in the management of Newco and will not serve as an officer or director of Newco or any subsidiary thereof. For so long as Mr. Atkins owns no less than 3% of the outstanding voting securities of Newco he will vote such securities in favor of Newco's nominees for election to the Board of Directors of Newco. 4. Termination. Except with respect to Section 3, this Agreement shall terminate on the earlier to occur of the time the Transaction is consummated (the "Effective Time") or April 15, 1995. 5. Entire Agreement; Amendments. This Agreement, including the other documents and writings referred to herein or delivered pursuant hereto and which form a part hereof, contains the entire understanding of the parties with respect to its subject matter. There are no restrictions, agreements, promises, warranties, covenants or undertakings other than those expressly set forth herein or therein. This Agreement may not be amended except by an instrument in writing signed on behalf of all of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party. Notwithstanding the foregoing, from and after the Effective Time, Newco shall be deemed to be a third party beneficiary of the agreements and obligations of Mr. Atkins hereunder and no amendment to or waiver of such agreements or obligations shall be effective unless Newco has agreed in writing thereto. 6. Law Governing. This Agreement shall be governed by and construed and enforced in accordance with the local law of the State of New York without giving effect to choice of law principles. 7. Specific Performance. Each of the parties to this Agreement acknowledges and agrees that in the event of any breach of this Agreement, the non-breaching party or parties would be irreparably harmed and could not be made whole by monetary damages. It is accordingly agreed that the parties will waive the defense in any action for specific performance that a remedy at law would be adequate and that the parties, in addition to any other remedy to which they may be entitled to at law or in equity, shall be entitled to compel specific performance of this Agreement. 8. Counterparts. This Agreement may be executed simultaneously in one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first above written. /s/ W. Hall Wendel, Jr. W. Hall Wendel, Jr. /s/ Victor K. Atkins, Jr. Victor K. Atkins, Jr. Exhibit A POLARIS INDUSTRIES PARTNERS L.P. ANNOUNCES PLAN TO CONVERT TO CORPORATION Southampton, NY - August 25, 1994 - Polaris Industries Partners L.P. (AMEX:SNO) today announced a plan to convert Polaris from a publicly traded limited partnership to a publicly traded corporation. The plan was proposed by W. Hall Wendel, Jr., Polaris' Chief Executive Officer, who owns approximately 5.4% of the outstanding units, and other members of the senior management of Polaris Industries L.P. The plan contemplates that the holders of currently outstanding units would receive 88.6% and EIP Associates L.P., Polaris' General Partner, would receive 11.4%, respectively, of the stock of the newly formed corporation. Any conversion of Polaris into corporate form would be subject to, among other factors, satisfactory structuring and documentation, receipt of appropriate tax opinions, receipt of regulatory approvals and a second investment banking fairness opinion and the favorable vote of unitholders. Polaris intends to operate in the ordinary course and to continue its current distribution policy up until the time the transaction is closed. Polaris has received the advice of Smith Barney Inc., its financial adviser, that the terms of the transaction are fair to the unitholders from a financial point of view. Although Polaris is publicly traded, it is treated as a partnership, rather than a corporation, for federal income tax purposes under a grandfather provision of the Internal Revenue Code enacted in 1987. Under current tax law, this grandfather protection ends immediately if Polaris engages in a substantially new line of business, and, in any event, at the end of 1997, at which time Polaris will be treated as a corporation for tax purposes. Polaris has participated in efforts to have the grandfather protection for existing publicly traded partnerships made permanent or further extended, but the outcome of these efforts is uncertain. Additionally, the General Partner believes that Polaris would derive a number of benefits from a conversion to corporate form. It would enable the company to enter into new lines of business without involuntarily jeopardizing its tax status. Conversion to corporate form should also provide Polaris greater flexibility to consummate acquisitions or obtain financing through the issuance of stock. Importantly, at the present time, Polaris is not a suitable investment for pension plans and other tax exempt institutions. Upon conversion to corporate form, Polaris will become a suitable investment for tax exempt investors, thereby greatly expanding the number of investors to whom Polaris could be an attractive investment. Furthermore, because Polaris is a partnership, its income is taxed currently to unitholders regardless of the amount of cash distributions which are made to them. Starting this year and for the foreseeable future, Polaris expects that there will be increasing differences between taxable income and cash available for distribution arising from capital investment necessary to continue growth of the business, reducing each unitholder's net after tax distributable amount. If Polaris were to convert to corporate form, its income would be taxed at the corporate level, and investors would only be taxed on any amounts actually distributed to them. Lastly, conversion to corporate form will simplify tax reporting, including the elimination of the requirement to distribute K-1s to investors, and will otherwise significantly simplify the organizational structure of Polaris resulting in substantial administrative and other savings. It should be noted, however, that conversion to corporate form would result in taxation at the corporate level and, to the extent of cash dividends, on distributions at the shareholder level. Company policies relating to cash distributions to equity holders, as well as other policies, which would be established by a Board of Directors elected by shareholders rather than by a general partner, could change substantially. Polaris intends to proceed promptly to finalize the conversion arrangements and implement the transaction, which it anticipates completing within six months. Polaris also announced that it will pay its regular third quarter distribution of $0.63 per unit to holders of record on September 15, 1994. The units go "ex-dividend" on September 9, 1994. Payment of this distribution will be made on or about November 15, 1994. Polaris Industries Partners L.P. is a master limited partnership which owns and operates Polaris Industries L.P. Polaris designs, engineers, manufactures and markets snowmobiles, all-terrain vehicles and personal watercraft for recreational and utility use. Polaris is the world's largest snowmobile manufacturer, and one of the largest U.S. manufacturers of ATVs and personal watercraft. Polaris Industries Partners L.P. trades on the American Stock Exchange and Pacific Stock Exchange under the symbol "SNO." -----END PRIVACY-ENHANCED MESSAGE-----