-----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, VdgogUDRjWgYjRGWpfUkt6OAztYskZBJhDuQ1+7nGaEcITxCvU3exUMc6Wj47TCn TMNUXySXizVbVk+o7nQIhw== 0000806085-95-000129.txt : 199507110000806085-95-000129.hdr.sgml : 19950711 ACCESSION NUMBER: 0000806085-95-000129 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950710 SROS: NYSE 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: 95552810 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 STREET 2: 425 LEXINGTON AVE CITY: MINNESOTA STATE: MN ZIP: 55441 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LEHMAN BROTHERS HOLDINGS INC CENTRAL INDEX KEY: 0000806085 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 133216325 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: AMERICAN EXPRESS TWR STREET 2: 3 WORLD FINANCIAL CNTR CITY: NEW YORK STATE: NY ZIP: 10048 BUSINESS PHONE: 2125267000 MAIL ADDRESS: STREET 1: AMERICAN EXPRESS TOWER 15TH FL STREET 2: 2 WORLD TRADE CENTER CITY: NEW YORK STATE: NY ZIP: 10048 FORMER COMPANY: FORMER CONFORMED NAME: SHEARSON LEHMAN HUTTON HOLDINGS INC DATE OF NAME CHANGE: 19901017 SC 13D/A 1 13-D AMENDMENT NO.1 Lehman Brothers Holdings Inc. 3 World Financial Center, 24th Floor New York, NY 10285 OFFICE OF THE GENERAL COUNSEL July 10, 1995 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, DC 20549 Attn: Document Control--EDGAR Re: SCHEDULE 13D AMENDMENT Dear Commissioner: On behalf of Lehman Brothers Holdings Inc. and LB I Group Inc. (the "Reporting Person"), submitted in electronic form for filing, is an Amendment No.1 of a Schedule 13D relating to the Reporting Person's ownership of Common Stock of Polaris Industries Inc. If you have any questions regarding this filing, please contact the undersigned at (212) 526-1911. Very truly yours, /s/ Karen C. Manson -------------------- Karen C. Manson Vice President Secretary Enclosure cc: Polaris Industries Inc. New York Stock Exchange Pacific Stock Exchange UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Amendment No.1 Under the Securities Exchange Act of 1934 POLARIS INDUSTRIES INC. (Name of Issuer) Common Stock, par value $.01 per share (Title of Class of Securities) 731068102 (CUSIP Number) Karen C. Manson Secretary Lehman Brothers Holdings Inc. 3 World Financial Center, 24th Floor New York, New York 10285 (212) 526-1911 (Name, Address and Telephone Number of Person Authorized to Receive Notice and Communications) June 26, 1995 (Date of Event which Required 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). SCHEDULE 13D CUSIP NO. 731068102 1. Name of Reporting Person S.S. or I.R.S. No. of Above Person LB I Group Inc. 2. Check the Appropriate Box if a Member of a Group (see instructions) (a) [ ] (b) [ ] 3. SEC Use Only 4. Source of Funds (see instructions) WC 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(E) [ ] 6. Citizenship or Place of Organization Delaware 7. Number of Shares Beneficially Owned by Each Reporting Person with Sole Voting Power 0 8. Number of Shares Beneficially Owned by Each Reporting Person with Shared Voting Power 0 9. Number of Shares Beneficially Owned by Each Reporting Person with Sole Dispositive Power 0 10. Number of Shares Beneficially Owned by Each Reporting Person with Shared Dispositive Power 0 11. Aggregate Amount Beneficially Owned by Each Reporting Person 0 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) [ ] 13. Percent of Class Represented by Amount in Row (11) 0% 14. Type of Reporting Person (see instructions) CO, HC SCHEDULE 13D CUSIP NO. 731068102 1. Name of Reporting Person S.S. or I.R.S. No. of Above Person Lehman Brothers Holdings Inc. 2. Check the Appropriate Box if a Member of a Group (see instructions) (a) [ ] (b) [ ] 3. SEC Use Only 4. Source of Funds (see instructions) WC 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(E) [ ] 6. Citizenship or Place of Organization Delaware 7. Number of Shares Beneficially Owned by Each Reporting Person with Sole Voting Power 0 8. Number of Shares Beneficially Owned by Each Reporting Person with Shared Voting Power 0 9. Number of Shares Beneficially Owned by Each Reporting Person with Sole Dispositive Power 0 10. Number of Shares Beneficially Owned by Each Reporting Person with Shared Dispositive Power 0 11. Aggregate Amount Beneficially Owned by Each Reporting Person 0 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) [ ] 13. Percent of Class Represented by Amount in Row (11) 0% 14. Type of Reporting Person (see instructions) CO, HC This Amendment 1 filed by LB I Group Inc. and Lehman Brothers Holdings Inc. (collectively "Lehman") amends with respect to Lehman only, the cover page and Items 2 and 5 of the Schedule 13D dated September 6, 1994 (the "Schedule 13D") relating to units of Beneficial Assignment of Class A Limited Partnership Interests ("BAC's") of Polaris Industries Partners L.P. (the "Partnership"), which was filed with the Securities and Exchange Commission on September 6, 1994, by Lehman Brothers Holdings Inc., EIP I Inc., EIP Holdings Inc. and Victor K. Atkins, Jr. Unless otherwise defined herein, all capitalized terms used but not defined herein shall have the respective meanings set forth in the Schedule 13D. Item 2. Identity and Background. Item 2 is hereby amended to add the following: In December 1994 the Partnership converted to corporate form (the "Transaction") and EIP I Inc. and EIP Holdings Inc. exchanged their BAC's of the Partnership for an equal number of shares of common stock (the "Common Stock") of Polaris Industries Inc. ("Polaris"). It was Lehman's intention to hold the Common Stock for investment purposes. On February 14, 1995 EIP I Inc. and EIP Holdings Inc. were each merged into LB I Group Inc. Consequently, LB I Group Inc. acquired, by operation of law, ownership of the Common Stock. Item 5. Interest in Securities of the Issuer. Item 5 is hereby amended to add the following: On December 22, 1994, the Partnership was converted into a corporation and Lehman's BAC's were converted into 1,336,852 shares of Common Stock. Effective December 22, 1994, Lehman no longer acted together with Mr. Atkins for the purpose of acquiring, holding, voting or disposing of equity securities of the Corporation. Consequently, as of such date Lehman was no longer part of the Atkins "group" (as defined in rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934, as amended). On June 26, 1995 Lehman sold 600,000 of its shares of Common Stock in a private placement at a price per share of $37.50 and 600,000 shares in a registered secondary offering at a price per share of $35.62. The underwriter's green shoe over- allotment option of the remaining 136,852 shares was not exercised and will be either sold to the underwriter or directly to Fuji Industries Inc. 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: June 26, 1995 LB I GROUP INC. /s/ Karen C. Manson BY:-------------------- Name: Karen C. Manson Title: Secretary LEHMAN BROTHERS HOLDINGS INC. /s/ Karen C. Manson BY:-------------------- Name: Karen C. Manson Title: Secretary Vice President -----END PRIVACY-ENHANCED MESSAGE-----