-----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, LtOm2niQ+OYJPAX7/m1fOvptuO1e6VhmHjilBm8+SzK9kv1p+SxvOAWZ7Ewsr5pY c/E+YZGvych/gSBefHuzOw== 0000899681-94-000140.txt : 19940907 0000899681-94-000140.hdr.sgml : 19940907 ACCESSION NUMBER: 0000899681-94-000140 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19940906 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: POLARIS INDUSTRIES PARTNERS L P CENTRAL INDEX KEY: 0000816951 STANDARD INDUSTRIAL CLASSIFICATION: 3790 IRS NUMBER: 112871657 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-40579 FILM NUMBER: 94548081 BUSINESS ADDRESS: STREET 1: 1225 HWY 169 NORTH CITY: MINNEAPOLIS STATE: MN ZIP: 55441 BUSINESS PHONE: 6125420500 FORMER COMPANY: FORMER CONFORMED NAME: POLARIS EQUITY INCOME PARTNERS L P DATE OF NAME CHANGE: 19870730 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ATKINS VICTOR K JR CENTRAL INDEX KEY: 0000918465 STANDARD INDUSTRIAL CLASSIFICATION: 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 PARTNERS L.P. (Name of Issuer) Units of Beneficial Assignment of Class A Limited Partnership Interests ("BACs") (Title of Class of Securities) 731069 10 0 (CUSIP Number) Victor K. Atkins, Jr. EIP Capital Corporation 33 Flying Point Road Southampton, NY 11968 (516) 283-1915 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 25, 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. 731069 10 0 Page of 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, PF 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 425,132 SHARES BENEFICIALLY 8 SHARED VOTING POWER 0 OWNED BY EACH 9 SOLE DISPOSITIVE POWER 425,132 REPORTING PERSON 10 SHARED DISPOSITIVE POWER 0 WITH 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,611,439 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.06% 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 SCHEDULE 13D CUSIP No. 731069 10 0 Page of Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Lehman Brothers Holdings Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)| | (b)| X | 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO, 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 NUMBER OF 7 SOLE VOTING POWER 0 SHARES BENEFICIALLY 8 SHARED VOTING POWER 325,507 OWNED BY EACH 9 SOLE DISPOSITIVE POWER 0 REPORTING PERSON 10 SHARED DISPOSITIVE POWER 325,507 WITH 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,611,439 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* | | 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.06% 14 TYPE OF REPORTING PERSON* HC *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 SCHEDULE 13D CUSIP No. 731069 10 0 Page of Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON EIP I Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)| | (b)| X | 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO, 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 NUMBER OF 7 SOLE VOTING POWER 0 SHARES BENEFICIALLY 8 SHARED VOTING POWER 286,875 OWNED BY EACH 9 SOLE DISPOSITIVE POWER 0 REPORTING PERSON 10 SHARED DISPOSITIVE POWER 286,875 WITH 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,611,439 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* | | 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.06% 14 TYPE OF REPORTING PERSON* CO *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 SCHEDULE 13D CUSIP No. 731069 10 0 Page of Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON EIP Holdings L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)| | (b)| X | 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO, 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 NUMBER OF 7 SOLE VOTING POWER 0 SHARES BENEFICIALLY 8 SHARED VOTING POWER 38,632 OWNED BY EACH 9 SOLE DISPOSITIVE POWER 0 REPORTING PERSON 10 SHARED DISPOSITIVE POWER 38,632 WITH 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,611,439 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* | | 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.06% 14 TYPE OF REPORTING PERSON* PN *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 relates to Units of Beneficial Assignment of Class A Limited Partnership Interests ("BACs") of Polaris Industries Partners L.P. ("Polaris"), having its principal executive offices at 1225 Highway 169 North, Minneapolis, Minnesota 55441. Item 2. Identity and Background. This Schedule 13D is being filed on behalf of Lehman Brothers Holdings Inc., EIP I Inc. and EIP Holdings L.P. (collectively, "Lehman") and Victor K. Atkins, Jr. (together with Lehman, the "Filing Persons"), because the Filing Persons may be deemed to constitute a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, with each other and with W. Hall Wendel, Jr. Each of the Filing Persons and Mr. Wendel have stated that they are in favor of a plan, described in Polaris' press release dated August 25, 1994, which is attached as Exhibit 1 hereto (the "Press Release"), for Polaris to convert from a publicly traded limited partnership to a publicly traded corporation (the "Transaction"). In addition, Messrs. Wendel and Atkins are parties to an Agreement dated as of August 25, 1994, a copy of which is attached as Exhibit 2 hereto (the "Wendel-Atkins Agreement"), which provides, among other things, that each of Mr. Wendel and Mr. Atkins will vote their BACs in favor of the Transaction. Mr. Atkins 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 President, Secretary and Treasurer of EIP Capital Corporation ("EIP Capital"), which is the managing general partner of EIP Associates, L.P. ("EIP Associates"), the general partner of Polaris, and as Chairman of Polaris Industries Capital Corporation ("PICC"), which is a general partner of the general partner of Polaris Industries L.P., which is the entity that operates Polaris' business and all of the limited partnership interests in which are owned by Polaris. EIP I Inc., an indirect, special purpose subsidiary of Lehman Brothers Holdings Inc. and the general partner of a limited partner of EIP Associates, owns 286,875 BACs. EIP Holdings L.P., an indirect, special purpose subsidiary of Lehman Brothers Holdings Inc. which owns 45.45% of the outstanding capital stock of EIP Capital, owns 38,632 BACs. EIP I Inc. is a corporation and EIP Holdings L.P. is a limited partnership, each organized under the laws of Delaware. EIP I Inc. and EIP Holdings Inc., a Delaware corporation and the general partner of EIP Holdings L.P., are direct subsidiaries of LB I Group Inc., a Delaware corporation, which is a direct subsidiary of Lehman Brothers Inc., a Delaware corporation, which is a direct subsidiary of Lehman Brothers Holdings Inc. Lehman Brothers Holdings Inc. is a Delaware corporation engaged in providing financial services. Lehman has its principal offices at 3 World Financial Center, New York, NY 10285. Certain information with respect to the executive officers and directors of Lehman is set forth on Exhibit 3 hereto. Based on, among other things, Amendment No. 1 to Schedule 13D filed on or about August 25, 1994 by Mr. Wendel (the "Wendel 13D"), attached as Exhibit 4 hereto, the Filing Persons believe that Mr. Wendel's principal employment is as Chief Executive Officer of PICC, that his business address is 1225 North Highway 169, Minneapolis, MN 55441, that he is a citizen of the United States of America and that he owns 860,800 BACs. During the last five years, none of the Filing Persons and the directors and executive officers of Lehman listed on Schedule 3 has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), nor has any of the Filing Persons or such directors and officers been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he or it 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. The Filing Persons are not aware that, during the last five years, Mr.Wendel has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or that he has 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 January 27, 1994, each of Mr. Atkins and EIP I L.P., a limited partnership of which EIP I Inc. is the general partner, and which is a limited partner in EIP Associates, received a distribution of 382,500 BACs, and EIP Capital received a distribution of 85,000 BACs, from EIP Associates for no consideration. EIP Associates had received such BACs on January 6, 1994 in a conversion for no additional consideration of Second Rights to acquire BACs initially issued to EIP Associates by Polaris on September 9, 1987. As indicated in Item 5 below, on August 29, 1994, EIP I L.P. disposed of 95,625 BACs to a third party and distributed its remaining BACs for no consideration to EIP I Inc. On August 19, 1994, each of Mr. Atkins and EIP Holdings L.P. purchased 38,632 BACs from EIP Capital at a purchase price of $7.05 per BAC. Mr. Atkins acquired such BACs with personal funds, and EIP Holdings L.P. acquired such BACs with working capital. Item 3 of the Wendel 13D describes the transactions in which Mr. Wendel acquired his BACs and the consideration paid by him. Item 4. Purpose of Transaction. On August 25, 1994, Polaris announced the proposed Transaction, by which Polaris would convert from a publicly traded limited partnership to a newly formed publicly traded corporation. The Transaction had been proposed by Mr.Wendel. The proposed Transaction contemplates that the holders of currently outstanding BACs would receive 88.6% and EIP Associates, 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 BAC holders. Polaris has already received the advice of Smith Barney Inc., its financial adviser, that the terms of the Transaction are fair to the BAC holders from a financial point of view. Mr. Atkins has indicated that he will not serve as an officer or director of the newly formed corporation or its subsidiaries following consummation of the Transaction. Item 5. Interest in Securities of the Issuer. Mr. Atkins has sole voting and dispositive power with respect to 425,132 BACs, or 2.66% of issued and outstanding BACs. Lehman Brothers Holdings Inc. has shared voting and dispositive power (with EIP I Inc. and EIP Holdings L.P.) with respect to 325,507 BACs, or 2.03% of issued and outstanding BACs. EIP I Inc. has shared voting and dispositive power (with Lehman Brothers Holdings Inc.) with respect to 286,875 BACs, or 1.79% of issued and outstanding BACs. EIP Holdings L.P. has shared voting and dispositive power(with Lehman Brothers Holdings Inc.) with respect to 38,632 BACs, or .24% of issued and outstanding BACs. The Filing Persons may be deemed to be acting as a group, together with Mr. Wendel, who is believed to beneficially own 860,800 BACs (or 5.38%), resulting in total beneficial ownership by the Filing Persons of 1,611,439 BACs, or 10.06% of total outstanding BACs. On August 29, 1994, EIP I L.P. transferred 95,625 BACs to Boker Orr Corporation, its limited partner, in connection with a settlement of litigation, and distributed its remaining BACs for no consideration to EIP I Inc. Except as set forth in the preceding paragraph and in Item 3 above, during the past 60 days, neither Mr. Atkins nor Lehman has effected any transaction involving the BACs. Item 5 of the Wendel 13D describes transactions involving the BACs effected by Mr. Wendel 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 (i) each of Mr. Atkins and Mr. Wendel will vote their BACs in favor of the Transaction; (ii) subject to his fiduciary duties as advised by counsel, Mr. Atkins will work diligently to proceed with the Transaction and submit it to the BAC holders for their approval as soon as possible; (iii) each of Mr. Atkins and Mr. Wendel will use his best efforts to see that the business and affairs of Polaris will be conducted and distributions will be made only in the ordinary course and consistent with past practice; and (iv) for so long as Mr. Atkins owns no less than 3% of the outstanding voting securities of the newly formed publicly traded corporation, he will vote such securities in favor of such corporation's nominees for election to its Board of Directors. In addition, the Wendel-Atkins Agreement states that it is understood that Mr. Atkins will not serve as an officer or director of the newly formed corporation or its subsidiaries following consummation of the Transaction. Item 7. Material to be Filed as Exhibits. Exhibit Page (1) Press Release of Polaris Industries Partners L.P. dated August 25, 1994 (2) Agreement, dated as of August 25, 1994, by and between W. Hall Wendel, Jr. and Victor K. Atkins, Jr. (3) Certain information with respect to officers and directors of Lehman Brothers Holdings Inc., EIP I L.P., EIP Holdings L.P. (4) Amendment No. 1 to Schedule 13D relating to Polaris Industries Partners L.P. filed by W. Hall Wendel, Jr., on or about August 25, 1994 (5) Agreement to File Joint Statement on Schedule 13D, dated September 6, 1994, among Lehman Brothers Holdings Inc., EIP I L.P., EIP Holdings L.P. 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: September 6, 1994 /s/ Victor K. Atkins, Jr. Victor K. Atkins, Jr. LEHMAN BROTHERS HOLDINGS INC. By: /s/ Karen C. Manson Name: Karen C. Manson Title: Vice President EIP I INC. By: /s/ Karen C. Manson Name: Karen C. Manson Title: Secretary EIP HOLDINGS L.P. By: EIP Holdings Inc., its general partner By: /s/ Karen C. Manson Name: Karen C. Manson Title: Secretary EXHIBIT INDEX Exhibit Page (1) Press Release of Polaris Industries Partners L.P. dated August 25, 1994 (2) Agreement, dated as of August 25, 1994, by and between W. Hall Wendel, Jr. and Victor K. Atkins, Jr. (3) Certain information with respect to officers and directors of Lehman Brothers Holdings Inc., EIP I L.P., EIP Holdings L.P. (4) Amendment No. 1 to Schedule 13D relating to Polaris Industries Partners L.P. filed by W. Hall Wendel, Jr., on or about August 25, 1994 (5) Agreement to File Joint Statement on Schedule 13D, dated September 6, 1994, among Lehman Brothers Holdings Inc., EIP I L.P., EIP Holdings L.P. and Victor K. Atkins, Jr. EX-99 2 EXHIBIT 1 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." Exhibit 2 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." EXHIBIT 3 DIRECTORS AND EXECUTIVE OFFICERS OF FILING PERSONS EIP HOLDINGS INC.: Name Title Address Ron Hiram Director, President, World Financial Center Chief Financial Officer 29th Floor New York, NY 10285 Rocco Andriola Vice President World Financial Center 29th Floor New York, NY 10285 Karen C. Manson Secretary 2 World Trade Center 15th Floor New York, NY 10048 Thomas E. Gengler, Jr. Assistant Treasurer 101 Hudson Street Jersey City, NJ 07302 Stephen D. Martino Assistant Treasurer Shareholder Services Group P.O. Box 1527 Boston, MA 02104-1527 Joseph L. Ternullo Assistant Treasurer Shareholder Services Group P.O. Box 1527 Boston, MA 02104-1527 Eileen M. Bannon Assistant Secretary 2 World Trade Center 15th Floor New York, NY 10048 The above individuals are U.S. citizens. Each of the above individuals is an employee of Lehman Brothers Inc., other than Messrs. Martino and Ternullo, who are employees of Shareholder Services. EIP I INC.: Name Title Address Ron Hiram Director, President, World Financial Center Chief Financial Officer 29th Floor New York, NY 10285 Rocco Andriola Vice President World Financial Center 29th Floor New York, NY 10285 Karen C. Manson Secretary 2 World Trade Center 15th Floor New York, NY 10048 Thomas E. Gengler, Jr. Assistant Treasurer 101 Hudson Street Jersey City, NJ 07302 Stephen D. Martino Assistant Treasurer Shareholder Services Group P.O. Box 1527 Boston, MA 02104-1527 Joseph L. Ternullo Assistant Treasurer Shareholder Services Group P.O. Box 1527 Boston, MA 02104-1527 Eileen M. Bannon Assistant Secretary 2 World Trade Center 15th Floor New York, NY 10048 Madeline Shapiro Assistant Secretary 2 World Trade Center 15th Floor New York, NY 10048 The above individuals are U.S. citizens. Each of the above individuals is an employee of Lehman Brothers Inc., other than Messrs. Martino and Ternullo, who are employees of Shareholder Services Group.
LEHMAN BROTHERS HOLDINGS INC.: Directors Principal Occupation Address Roger S. Berlind Private Investor Berlind Productions 10 East 53rd Street 30th Floor New York, New York 10028 John J. Byrne Chairman of Fund American Fund America Enterprises Enterprises The 1820 House Main Street Norwich, VT 05055-0850 Richard S. Fuld, Jr. Chairman and Chief Lehman Brothers, Inc. Executive Officer 3 World Financial Center of Lehman Brothers Inc. New York, New York 10285 Katsumi Funaki Senior General Manager for Nippon Life Insurance Company International Business of the 2-2, Yuraka-cho 1 Chome Finance and Investment Business Chiyoda-ku 100 Tokyo, Office of the Nippon Life Japan Insurance Company John D. Macomber Chairman of JDM Investment Group JDM Investment Group 2806 N. Street, N.W. Washington, D.C. 20007 Dina Merrill Actress and Private Investor Theo Teryazos NY Office-RKO Pavilion 551 Madison Avenue New York, New York 10285 T. Christopher Pettit President and Chief Operating Lehman Brothers Inc. Offie of Lehman Brothers 3 World Financial Center 10th Floor New York, New York 10285 Masataka Shimasaki General Manager for the Americas, Nippon Life Insurance Company Nippon Life Insurance Company 1251 Avneue of the Americas 52nd Floor New York, New York 10020 Malcolm Wilson Counsel to Kent, Hazzard, Jaeger, Kent, Hzzard, Jaeger, Green, Green, Wilson & Fay Wilson & Fay 50 Main Street White Plains, New York 10606-1920
The above individuals are U.S. citizens, with the exception of Messrs. Funaki and Shimasaki, who are citizens of Japan.
Executive Officers who are not Directors Title/Principal Occupation Address T. Anthony Brooks Managing Director of Lehman Lehman Brothers Inc. Brothers Inc. 3 World Financial Center 6th Floore New York, New York 10285 Jeremiah M. Callaghan Managing Director of Lehman Lehman Brothers Inc. Brothers Inc. 3 World Financial Center 8th Floor New York, New York 10285 James A. Carbone Chairman and Chief Executive of Lehman Brothers Inc. Lehman Brothers Asia 3 World Financial Center 9th Floor New York, New York 10285 John L. Cecil Chief Administrative Officer of Lehman Brothers Inc. Lehman Brothers Holdings Inc. 3 World Financial Center 6th Floor New York, New York 10285 Ronald Gallatin Senior Executive Vice President of Lehman Brothers Inc. Lehman Brothers Holdings Inc. 3 World Financial Center 10th Floor New York, New York 10285 Robert E. Genirs Managing Director of Lehman Brothers Inc. Lehman Brothers Inc. 3 World Financial Center 10th Floor New York, New York 10285 Joseph M. Gregory Vice President of Lehman Brothers Lehman Brothers Inc. Holdings Inc. 3 World Financial Center 9th Floor New York, New York 10285 Bruce R. Lakefiled Managing Director and Director of Lehman Brothers Inc. the Multiple Trading Ventures 3 World Financial Center Division of Lehman Brothers Inc. 7th Floor New York, New York 10285 Stephen M. Lessing Managing Director and Global Lehman Brothers Inc. Fixed Income Sales Manager of 3 World Financial Center Lehman Brothers Inc. 9th Floor New York, New York 10285 David Marcus Senior Executive Vice President and Lehman Brothers Inc. Secretary of Lehman Brothers 3 World Financial Center Holdings Inc. 10th Floor New York, New York 10285 Robert Matza Chief Financial Officer of Lehman Lehman Brothers Inc. Brothers Holdings Inc. 3 World Financial Center 6th Floor New York, New York 10285 Michael Milversted Treasurer of Lehman Brothers Holdings Inc. Lehman Brothers Inc. 3 World Financial Center New York, New York 10013 Thomas A. Russo Managing Director of Lehman Brothers Inc. Lehman Brothers Inc. 3 World Financial Center 10th Floor New York, New York 10285 Mel A. Shaftel Managing Director of Lehman Brothers Inc. Lehman Brothers Inc. 3 World Financial Center 18th Floor New York, New York 10285 Thomas H. Tucker Managing Director of Lehman Brothers Inc. Lehman Brothers Inc. 3 World Financial Center 6th Floor New York, New York 10285 C. Daniel Tyree Chairman and Chief Executive Lehman Brothers Inc. Lehman Brothers Europe 3 World Financial Center 10th Floor New York, New York 10285 Paul D. Williams Managing Director of Lehman Brothers Inc. Lehman Brothers Inc. 3 World Financial Center 6th Floor New York, New York 10285
EXHIBIT 4 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) Polaris Industries Partners L.P. (Name of Issuer) Units of Beneficial Assignment of Class A Limited Partnership Interests ("BACs") (Title of Class and Securities) 731069 10 0 (CUSIP Number of Class of Securities) Andris A. Baltins, Kaplan, Strangis and Kaplan, P.A., 5500 Norwest Center, 90 South Seventh Street, Minneapolis, Minnesota 55402 (612) 375-1138 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 23, 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 Statement because of Rule 13d-1(b)(3) or (4), check the following: ( ) Check the following box if a fee is being paid with this Statement: ( ) SCHEDULE 13D CUSIP No. 731069 10 0 (1) NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS W. Hall Wendel, Jr. (###-##-####) (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( ) (b) ( ) (3) SEC USE ONLY (4) SOURCE OF FUNDS* 00 (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) (6) CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. NUMBER OF (7) SOLE VOTING POWER SHARES 860,800 A BACs BENEFICIALLY OWNED BY (8) SHARED VOTING POWER EACH 0 REPORTING PERSON WITH (9) SOLE DISPOSITIVE POWER 860,800 A BACs (10) SHARED DISPOSITIVE POWER 0 (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 860,800 A BACs (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* ( ) (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 5.4% (14) TYPE OF REPORTING PERSON* IN SCHEDULE 13-D filed by W. Hall Wendel, Jr. Item 1. Security and Issuer. Units of Beneficial Assignment of Class A Limited Partnership Interests ("A BACs") Polaris Industries Partners, L.P. (the "Issuer") 1225 North Highway 169 Minneapolis MN 55441 Item 2. Identity and Background. W. Hall Wendel, Jr. 1225 North Highway 169 Minneapolis, MN 55441 Chief Executive Officer of Polaris Industries Capital Corporation which is a general partner of the general partner of Polaris Industries L.P., all of the limited partnership interests in which are owned by the Issuer. During the last five years, the reporting person has not been convicted of any criminal proceeding (excluding traffic violations or smaller misdemeanors). During the last five years, the reporting person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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. United States Citizen Item 3. Source and Amount of Funds or Other Consideration. The A BACs held by the reporting person were acquired by him in the ordinary issue of securities by the Issuer and in cancellation of indebtedness of the Wendel Trust, u/t/a dated October 27, 1988 (the "Trust") as described in Item 4. In December 1989, the reporting person was issued 120,000 First Rights convertible into A BACs through the 1987 Management Ownership Plan (the "Plan"). Certain managers of the Issuer participated in the Plan, which is noncontributory. The A BACs are issued at no cost to participants and there is no method of payment for the A BACs. The reporting person converted First Rights on January 1, 1992 and on December 28, 1992. After a unit deduction for taxable income, the reporting person received 27,683 A BACs in the January 1992 transaction. He received 81,886 A BACs in the December 1992 transaction. There was no deduction for taxable income on the December conversion. On August 18, 1993, the Issuer effectuated a two for one unit split and the reporting person's holdings increased from 430,400 A BACs to 860,800 A BACs. No cash consideration was paid by the reporting person for any of the securities of the Issuer in which he has an interest. Item 4. Purpose of Transaction. The reporting person acquired an interest in the securities of the Issuer as a shareholder of Northwestern Equipment Manufacturing Company (the "Seller"), which sold substantially all of its assets to the Issuer. A portion of the purchase price for the assets of the Seller was paid by the Issuer through the issuance to the Seller of A BACs and Units of Beneficial Assignment of Class B Limited Partnership Interests of the Issuer (the "B BACs"). In October, 1988, the reporting person sold the Trust all 704,546 B BACs in which he had an interest. The reporting person thereafter, acquired a total of 250,377 A BACs from the Trust in satisfaction of indebtedness of the Trust to the reporting person. In January and December of 1992, First Rights held by the reporting person were converted into a total of 109,569 A BACs. On August 18, 1993, the Company completed a two for one unit split which increased the reporting person's holdings to a total of 860,800 A BACs. The reporting person has from time to time considered plans or proposals which relate to or would result in the acquisition or disposition of securities of the Issuer, extraordinary transactions, a change in the management of the Issuer or a change in the distribution policy of the Issuer. In particular, from time to time the reporting person has had discussions with representatives of EIP Associates, L.P., the general partner of the Issuer (the "General Partner"), and other A BAC holders regarding the advisability of the Issuer converting from a master limited partnership to a corporation. Due to the Issuer's strong financial performance, current market conditions, pending changes in the tax status of the Issuer and other factors, the reporting person has determined that such a conversion would be desirable at this time. Accordingly, the reporting person, together with certain other members of the Issuer's senior management, has proposed to representatives of the General Partner that the Issuer convert to a corporation on the following terms (the "Transaction"): (l) The Issuer would convert to a corporation ("Newco"). The precise manner in which the conversion would be effectuated has not been determined. (2) In the conversion, the limited partners would receive in the aggregate 88.6% of the Newco stock to be outstanding after the conversion; the General Partner would receive the remaining 11.4%. (3) Consummation of the Transaction would be conditioned upon approval by a vote of the holders of A BACs. (4) The Transaction would be conditioned upon receipt by the Issuer of an opinion of counsel that the receipt of Newco stock by the limited and general partners of the Issuer would be tax free for federal income tax purposes. Smith Barney, Inc., has advised the Issuer that the terms of the Transaction are fair to the A BAC holders from a financial point of view. The Transaction would also be conditioned upon receipt by the Issuer of an opinion from a second financial adviser as to the fairness of the Transaction to the A BAC holders from a financial point of view. The reporting person understands that the General Partner also believes that the transaction described above is advisable at this time and intends promptly to take appropriate steps to effectuate it. Although the foregoing represents the range of activities presently contemplated by the reporting person with respect to the Issuer, the possible activities of the reporting person are subject to change at any time. Item 5. Interest in Securities of the Issuer. (a) The reporting person beneficially owns 860,800 A BACs representing 5.4% of the outstanding A BACs of the Issuer. (b) The reporting person has sole voting and dispositive power of all of the A BACs described in Item 5(a) above. (c) On February 26, 1990, the reporting person acquired 202,377 A BACs from the Trust in satisfaction of $5,059,425 in indebtedness of the Trust to the reporting person. The effective per share price for the satisfaction of indebtedness is $25 per A BAC. The transaction was privately negotiated and effected in Minneapolis, Minnesota. During 1992 the reporting person converted his First Rights into 109,596 A BACs. On August 18, 1993, the reporting person's holdings of 430,400 increased to 806,800 due to a two for one unit split. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings, or Relationships with Respect to Securities of the Issuer. In connection with the proposed Transaction described in Item 4 above, the reporting person has entered into an agreement with Mr. Victor Atkins, one of the principal owners of the General Partner (the "Agreement"). A copy of the Agreement is attached hereto as Exhibit 1 and is incorporated herein by reference. The Agreement provides, among other things, that (i) each of the reporting person and Mr. Atkins will vote their A BACs in favor of the Transaction; (ii) 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; (iii) each of the reporting person and Mr. Atkins will use his best efforts to see that the business and affairs of the Issuer will be conducted and distributions will be made only in the ordinary course and consistent with past practice; and (iv) for so long as Mr. Atkins owns no less than 3% of the outstanding voting securities, he will vote such securities in favor of Newco's nominees for election to the Board of Directors of Newco. Mr. Atkins has indicated to the reporting person that he does not desire to continue in the management of the Issuer following consummation of the transaction; accordingly, it is understood that Mr. Atkins will not serve as an officer or director of Newco or its subsidiaries following consummation of the Transaction. Item 7. Materials to be filed as Exhibits. Exhibit 1. Agreement, dated as of August 25, 1994, by and between W. Hall Wendel, Jr. and Victor K. Atkins, Jr. SIGNATURES 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. Date: August 25, 1994 /s/ W. Hall Wendel, Jr. W. Hall Wendel, Jr. EXHIBIT INDEX Page No. Exhibit 1. Agreement, dated as of August 25, 1994, by and between W. Hall Wendel, Jr. and Victor K. Atkins, Jr.. . . . . . . . . . . . EXHIBIT 5 AGREEMENT TO FILE JOINT STATEMENT ON SCHEDULE 13D AGREEMENT, dated this 6th day of September, 1994, by and among Lehman Brothers Holdings Inc., EIP I Inc., EIP Holdings L.P. and Victor K. Atkins, Jr. (collectively, the "Filing Persons"). W I T N E S E T H WHEREAS, the Filing Persons may be deemed to have beneficial ownership of, in the aggregate, more than five percent of the Units of Beneficial Assignment of Class A Limited Partnership Interest ("BACs") of Polaris Industries Partners L.P. as of the date hereof; WHEREAS, pursuant to Rule 13d-1 under the Securities Exchange Act of 1934, as amended (the "Act"), any person who after acquiring equity securities of a class registered under Section 12 of the Act is directly or indirectly the owner of more than five percent of such class is, generally, required to file with the Securities and Exchange Commission a Statement on Schedule 13D; and WHEREAS, Rule 13d-1(f) under the Act provides that whenever two or more persons are permitted to file a Statement on Schedule 13D with respect to the same securities, only one such Statement need be filed, provided such persons agree in writing that such Statement is filed on behalf of each of them. NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein, the parties hereto hereby agree as follows: The Filing Persons hereby agree in accordance with Rule 13d-1(f) under the Act, to file one statement and any amendments thereto on Schedule 13D (the "Statement") with respect to the BACs beneficially owned or deemed to be beneficially owned by each of them pursuant to Sections 13(d) and 13(g) of the Act and the rules thereunder. The Filing Persons hereby agree that the Statement shall be filed on behalf of each of them and that a copy of this Agreement shall be filed as an Exhibit thereto in accordance with Rule 13d-1(f)(1)(iii) under the Act. Except as expressly provided in the Statement, this Agreement and the filing of the Statement shall not be construed to be an admission that any of the Filing Persons is a member of a "group" consisting of one or more such persons pursuant to Sections 13(d) and 13(g) of the Act and the rules thereunder. IN WITNESS WHEREOF, the parties have executed this Agreement or caused this Agreement to be executed on their behalf by their respective duly authorized representatives as of the date first written above. /s/ Victor K. Atkins, Jr. Victor K. Atkins, Jr. LEHMAN BROTHERS HOLDINGS INC. By: /s/ Karen C. Manson Name: Karen C. Manson Title: Vice President EIP I INC. By: /s/ Karen C. Manson Name: Karen C. Manson Title: Secretary EIP HOLDINGS L.P. By: EIP Holdings Inc., its general partner By: /s/ Karen C. Manson Name: Karen C. Manson Title: Secretary -----END PRIVACY-ENHANCED MESSAGE-----