-----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, BNMPjyWKkmd/75VCyPzvbd6VNMis4Gom6F+5492ORjpipkIAksQtGR/i7LS/TJQr DZ9C7oxTZfrAQlfbtbcEHA== 0000899681-95-000001.txt : 19950109 0000899681-95-000001.hdr.sgml : 19950109 ACCESSION NUMBER: 0000899681-95-000001 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19950106 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43419 FILM NUMBER: 95500457 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/A 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/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1 )* 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) 283-6203 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 28, 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 [ ]. (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 7 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 1,213,818 SHARES BENEFICIALLY 8 SHARED VOTING POWER 0 OWNED BY EACH 9 SOLE DISPOSITIVE POWER 1,213,818 REPORTING PERSON 10 SHARED DISPOSITIVE POWER 0 WITH 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,213,818 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* | | 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.70% 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 This Amendment No. 1 (the "Amendment") relates to the Schedule 13D (the "Schedule 13D") filed by Victor K. Atkins, Jr. in connection with 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. Capitalized terms used but not defined in the Amendment shall have the respective meanings set forth in the Schedule 13D. Item 5. Interest in Securities of the Issuer. Item 5 of the Schedule 13D is amended to add the following: On December 28, 1994, Mr. Atkins donated 180,000 Shares to Harvard University (the "Donation"), leaving him with sole voting and dispositive power with respect to 1,213,818 Shares, representing 6.70% of the outstanding Common Stock. Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer. Item 6 of the Schedule 13D is amended to add the following: In connection with the Donation, Mr. Atkins and Harvard University entered into a letter agreement imposing certain restrictions on the sale by Harvard University of any of the donated Shares. A copy of such letter agreement appears as Exhibit 1 to this Amendment. Item 7. Material to be Filed as Exhibits. Exhibit Page (1) Letter Agreement, dated as of December 28, 1994, by and between Victor K. Atkins, Jr. and Harvard University. 5 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: January 6, 1995 /s/ Victor K. Atkins, Jr. Victor K. Atkins, Jr. EX-99 2 EXHIBIT INDEX Exhibit Page (1) Letter Agreement, dated as of December 28, 1995, by and between Victor K. Atkins, Jr. and Harvard University. 5 EXHIBIT 1 December 28, 1994 VIA FAX AND FEDEX Mr. Henry J. Ameral Assistant Treasurer Harvard University 600 Atlantic Avenue Boston, MA 02210-2203 Dear Mr. Ameral: Today I am donating to Harvard University (the "Donee") 180,000 shares (the "Shares") of the Common Stock, par value $.01 per share, of Polaris Industries Inc. (the "Corporation"), a public corporation listed on the American Stock Exchange and the Pacific Stock Exchange under the symbol "SNO". Transfer of the Shares is restricted pursuant to Rule 145 promulgated under the Securities Act of 1933, as amended (the "Act"), and I have signed an agreement to abide by Rule 145, a copy of which is attached as Exhibit A hereto. Donee acknowledges that it takes the Shares subject to the restrictions and limitations set forth in such letter. Consequently, the Donee may not sell, transfer, pledge, hypothecate, alienate or otherwise assign or dispose of (collectively, "Sell") the Shares without either (i) registration under the Act or (ii) compliance with Rule 145. Please understand that the Corporation's only obligation to register the offering of the Shares under the Act is pursuant to a certain Registration Rights Agreement dated as of December 22, 1994 and attached as Exhibit B hereto (the "Registration Rights Agreement"), to which I am a party. Any Sale of the Shares made in reliance on Rule 145(d) can be made only in limited amounts in accordance with the terms and conditions of such rule (including its references to Rule 144 under the Act). In addition, any Sales by the Donee or its transferees will be aggregated with my own Sales and Sales by others who acquired securities of the Corporation from me by gift (or their transferees) for purposes of the volume limitation requirements of Rule 145. The Donee agrees to comply with the volume limitations and other requirements of Rule 145. We agree to coordinate any Sales we may make prior to December 22, 1996 and I agree to accept Donee's reasonable requests with respect thereto. In no event may the Donee Sell the Shares prior to February 15, 1995. As my transferee, the Donee will be deemed a "Holder" entitled to certain rights under the Registration Rights Agreement. We agree that each of us may initiate one request for a "Demand Registration" (as defined in the Registration Rights Agreement) without the other's consent. Until the earlier of December 22, 1996, or such time as Donee has received 300,000 Shares (as adjusted in accordance with the Registration Rights Agreement), in the event Donee wishes to initiate a request for a "Demand Registration" I agree to join with Donee with respect to, or in the alternative to donate to Donee, a number of Shares equal to the difference between 300,000 Shares and the number previously donated by me to Donee. The Donee will indemnify me and hold me harmless from and against any and all expenses, damages or other liabilities (including, without limitation, attorney fees) which I may at any time incur as a result of any Sale by the Donee of any of the Shares in contravention of this Agreement. The Donee shall be deemed to have acquired my basis in the Shares and shall be deemed to have acquired the Shares for purpose of Rule 145 when they were acquired by me. The Shares were acquired by me on December 22, 1994. I am delivering irrevocable written instructions to effect this transfer to United States Trust Company of New York, the custodian of my Shares, a copy of which is attached as Exhibit C hereto. The certificate for the Shares will be delivered to you when it has been processed. In order to process such papers, it is necessary that you acknowledge this donation, and the restrictions imposed, where noted below on the enclosed copy of this letter and return such copy to me. Sincerely, /s/ Victor K. Atkins, Jr. Victor K. Atkins, Jr. THE GIFT NOTED ABOVE IS HEREBY ACKNOWLEDGED AND ACCEPTED ON THE TERMS NOTED HARVARD UNIVERSITY By: /s/ Henry J. Ameral Henry J. Ameral Title: Assistant Treasurer Date: December 28, 1994 Employer Identification No.: 04-6037938 -----END PRIVACY-ENHANCED MESSAGE-----