8-K

 

UNITED STATES
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): June 13, 2007

Polaris Industries Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

Minnesota	1-11411	41-1790959
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
2100 Highway 55, Medina, Minnesota		55340
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 763-542-0500

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On June 13, 2007, Polaris Industries Inc. (the "Company") and its Austrian subsidiary entered into a second supplement (the "Second Supplement") to a Share Purchase Agreement dated December 22, 2006, which was filed as Exhibit 10.gg to the Company’s Current Report on Form 8-K dated December 22, 2006, as amended by the Supplement to Share Purchase Agreement dated February 15, 2007, which was filed as Exhibit 10.hh to the Company’s Current Report on Form 8-K dated February 20, 2007 (as amended, the "Share Purchase Agreement"). The Share Purchase Agreement provided that the Company would sell approximately 1.38 million shares of KTM Power Sports AG ("KTM") to a subsidiary of KTM’s largest shareholder, Cross Industries AG ("Cross") for a purchase price of approximately 58.5 million Euros. The terms of the Share Purchase Agreement contemplated that the sale of KTM shares would be completed in two stages with the first stage to occur on or before March 15, 2007 and the second stage to occur on or before June 15, 2007.

The Supplement memorialized that the closing of the sale of 1,106,561 shares of KTM stock would take place on February 20, 2007. The Second Supplement memorialized that the closing of the sale of the remaining 272,000 shares to be purchased under the Share Purchase Agreement would take place on June 15, 2007. All other material terms and conditions of the original share purchase agreement, dated December 22, 2006, and the first supplement, dated February 20, 2007, remain in full force and effect.

The foregoing description of the terms of the Second Supplement is qualified in its entirety by reference to the Second Supplement, which is attached to this Current Report on Form 8-K as Exhibit 10.ii.

Item 7.01 Regulation FD Disclosure.

On June 15, 2007, the Company issued a news release announcing that its Austrian subsidiary had completed the second and final closing of its sale of shares of KTM to a subsidiary of Cross, under the terms of the Share Purchase Agreement. Approximately 0.27 million shares were delivered at a purchase price of approximately 11.5 million Euros. Polaris now holds approximately 0.34 million KTM shares, representing slightly less than 5 percent of KTM’s outstanding shares. Polaris intends to utilize the proceeds generated from the second closing to reduce the outstanding balance of its revolving credit facility.

A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The information contained in this report is furnished and not deemed to be filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information in this Current Report shall not be incorpora ted by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.

10.ii Second Supplement to Share Purchase Agreement dated June 13, 2007 by and between Polaris Industries Inc., Polaris Austria GmbH, CROSS Industries AG and CROSS Automotive GmbH.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Polaris Industries Inc.
June 15, 2007	By:	/s/Michael W. Malone
		Name: Michael W. Malone
		Title: Vice President--Finance, Chief Financial Officer and Secretary of Polaris Industries Inc.

Exhibit Index

Exhibit No.	Description
10.ii	Second Supplement to Share Purchase Agreement dated June 13, 2007 by and between Polaris Industries Inc., Polaris Austria GmbH, CROSS Industries AG and CROSS Automotive GmbH.
99.1	99.1 News Release dated June 15, 2007 of Polaris Industries Inc.

EX-10.II

SECOND SUPPLEMENT TO

SHARE PURCHASE AGREEMENT

DATED 22 DECEMBER 2006

This Supplement (the “Second Supplement”) to the Share Purchase Agreement dated 22 December 2006 entered into among Polaris Industries Inc., Polaris Austria GmbH, CROSS Industries AG, and CROSS Automotive GmbH, formerly ETERNIT Holding GmbH, as supplemented by the Supplement to Share Purchase Agreement on 15 February 2007, (the “Share Purchase Agreement”), has been entered into as of 13 June 2007 by and between the signatories of the Share Purchase Agreement in order to regulate the implementation of Closing II. CA shall be the Buyer with respect to any and all of the Purchased Shares. This Second Supplement constitutes a notice regarding Closing II in accordance with Clause 2.5 of the Share Purchase Agreement:

1. Capitalized Terms. Capitalized terms not otherwise defined or newly defined herein shall have the meaning as defined in the Share Purchase Agreement as supplemented.

2. Closing Date II. The Closing II and the Closing Actions II shall take place on 15 June 2007, at 8 a.m. CET (the “Closing II”).

3. Share Account: The Purchased Shares II shall be transferred to securities account of CROSS Automotive GmbH, no. 64073562, Privat Bank AG, IBAN: AT14 3479 5000 6407 3562, BIC: RZOOAT2L795, being the Share Account in accordance with the Share Purchase Agreement.

4. Seller’s Account: The Purchase Price II shall be transferred to the account of Polaris Austria GmbH, no. 230-417819.60B, UBS AG, IBAN: CH66 0023 0230 4178 1960 B, BIC: UBSWCHZH80A, being the Seller’s Account in accordance with the Share Purchase Agreement.

5. Actions at Closing II. At Closing II, the following actions shall be taken (the “Closing Actions II”) to implement a delivery against payment transaction (Lieferung-gegen-Zahlung-Geschäft) in the DS.A-System operated by Oesterreichische Kontrollbank AG (außerbörsliche Wertpapierabwicklung):

5.1 The Buyer shall irrevocably instruct Privat Bank AG to transfer the Purchase Price II to the Seller’s Account.

5.2 The Seller shall irrevocably instruct UBS AG, Zurich, to transfer the Purchased Shares II to the Share Account.

5.3 The Seller shall submit to Buyer’s counsel a written confirmation of Privat Bank AG that the Purchased Shares II have been credited to the Share Account.

5.4 The Buyer shall submit to Seller’s counsel a written confirmation of UBS AG, Zurich, that the Purchase Price II has been credited to the Seller’s Account.

Polaris Industries Inc.

/s/Thomas C. Tiller

By : Thomas C. Tiller

Polaris Austria GmbH

/s/Thomas C. Tiller

By : Thomas C. Tiller

CROSS Industries AG

/s/Stefan Pierer /s/Rudolf Knünz
By : Stefan Pierer, Rudolf Knünz

CROSS Automotive GmbH

/s/Stefan Pierer /s/Rudolf Knünz
By : Stefan Pierer, Rudolf Knünz

		News Release
Contact:	Richard Edwards Polaris Industries Inc. 763-513-3477

POLARIS SELLS 0.27 MILLION SHARES OF KTM POWER SPORTS
TO CROSS INDUSTRIES SUBSIDIARY

• Completes second and final closing under previously announced agreement

MINNEAPOLIS – June 15, 2007 — Polaris Industries Inc. (NYSE: PII) announced that its Austrian subsidiary has completed the second and final closing of its sale of shares of KTM Power Sports AG (“KTM”) to a subsidiary of KTM’s largest shareholder, Cross Industries AG (“Cross”), under the terms of a previously announced agreement dated December 22, 2006, as supplemented on February 20, 2007. Approximately 0.27 million shares were delivered at a purchase price of approximately 11.5 million Euros. Polaris intends to utilize the proceeds generated from the second closing completed today to reduce the outstanding balance of the Company’s revolving credit facility. Polaris now holds approximately 0.34 million KTM shares, representing slightly less than 5 percent of KTM’s current outstanding shares.

As a result of the second closing completed today, Polaris expects to record in the second quarter 2007 a gain on the sale of the KTM investment of approximately $1.3 million pre-tax or approximately $0.02 per diluted share, as previously announced. The gain is due to the recognition of previously unrealized translation gains recorded in accumulated other comprehensive income, a component of shareholders’ equity and was contemplated in Polaris’ previously issued earnings from continuing operations guidance range of $0.57 to $0.60 per diluted share for the second quarter of 2007.

Polaris will release its financial results for the second quarter 2007 on the morning of Tuesday, July 17, 2007.

About Polaris
Information about the complete line of Polaris products is available from authorized Polaris dealers or from the Polaris homepage at www.polarisindustries.com.

With annual 2006 sales of $1.7 billion, Polaris designs, engineers, manufactures and markets snowmobiles, all-terrain vehicles (ATVs), Victory motorcycles and the Polaris RANGER™ for recreational and utility use.

Polaris is a recognized leader in the snowmobile industry and one of the largest manufacturers of ATVs in the world. Victory motorcycles, established in 1998 and representing the first all-new American-made motorcycle from a major company in nearly 60 years, are rapidly making impressive in-roads into the motorcycle cruiser marketplace. Polaris also enhances the riding experience with a complete line of Pure Polaris apparel, accessories and parts, available at Polaris dealerships. Consumers can also purchase apparel and vehicle accessories anytime at www.polarisindustries.com.

Polaris Industries Inc. trades on the New York Stock Exchange under the symbol “PII,” and the Company is included in the S&P Small-Cap 600 stock price index.

Except for historical information contained herein, the matters set forth in this news release, including management’s expectations regarding 2007 sales, shipments, net income and cash flow, are forward-looking statements that involve certain risks and uncertainties that could cause actual results to differ materially from those forward-looking statements. Potential risks and uncertainties include such factors as product offerings, promotional activities and pricing strategies by competitors; warranty expenses; foreign currency exchange rate fluctuations; effects of the KTM relationship; environmental and product safety regulatory activity; effects of weather; commodity costs; uninsured product liability claims; and overall economic conditions, including inflation and consumer confidence and spending. Investors are also directed to consider other risks and uncertainties discussed in documents filed by the Company with the Securities and Exchange Commission.