-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MHb8H3D4Xz7vpMtF59mGZn3s/bn8/DFD36NIKV3rMWeW/QEJBzJ4PYmjANnZPCcq nUzWakcb5qvNUPp/8cK60g== /in/edgar/work/20000628/0000950124-00-003958/0000950124-00-003958.txt : 20000920 0000950124-00-003958.hdr.sgml : 20000920 ACCESSION NUMBER: 0000950124-00-003958 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000628 FILER: COMPANY DATA: COMPANY CONFORMED NAME: POLARIS INDUSTRIES INC/MN CENTRAL INDEX KEY: 0000931015 STANDARD INDUSTRIAL CLASSIFICATION: [3790 ] IRS NUMBER: 411790959 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 001-11411 FILM NUMBER: 662347 BUSINESS ADDRESS: STREET 1: 2100 HIGHWAY 55 CITY: MEDINA STATE: MN ZIP: 55340 BUSINESS PHONE: 6125420500 MAIL ADDRESS: STREET 1: 1225 HIGHWAY 169 N STREET 2: 425 LEXINGTON AVE CITY: MINNESOTA STATE: MN ZIP: 55441 11-K 1 e11-k.txt FORM 11-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------- FORM 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1933 FOR THE TRANSITION PERIOD FROM TO ----- ------ --------------------- COMMISSION FILE NO. 333 - 94451 --------------------- A. FULL TITLE OF THE PLAN AND THE ADDRESS OF THE PLAN, IF DIFFERENT FROM THAT OF THE ISSUER NAMED BELOW: POLARIS 401(k) RETIREMENT SAVINGS PLAN --------------------- B. NAME OF ISSUER OF THE SECURITIES HELD PURSUANT TO THE PLAN AND THE ADDRESS OF ITS PRINCIPAL EXECUTIVE OFFICE: POLARIS INDUSTRIES INC. 2100 HIGHWAY 55 MEDINA, MINNESOTA 55340 -------------------- 2 POLARIS 401(K) RETIREMENT SAVINGS PLAN REPORT ON AUDITS OF FINANCIAL STATEMENTS as of December 31, 1999 and 1998 and SUPPLEMENTARY SCHEDULE as of December 31, 1999 and for the year then ended INDEX Report of Independent Public Accountants Financial Statements: Statements of net assets available for benefits as of December 31, 1999 and 1998 Statement of changes in net assets available for benefits for the year ended December 31, 1999 Notes to Financial Statements Supplemental Schedule: Schedule of assets held for investment purposes as of December 31, 1999 2 3 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Plan Administrator of Polaris 401(k) Retirement Savings Plan: We have audited the accompanying statements of net assets available for benefits of Polaris 401(k) Retirement Savings Plan as of December 31, 1999 and 1998, and the related statement of changes in net assets available for benefits for the year ended December 31, 1999. These financial statements are the responsibility of the Plan's administrator. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of Polaris 401(k) Retirement Savings Plan as of December 31, 1999 and 1998, and the changes in net assets available for benefits for the year ended December 31, 1999, in conformity with accounting principles generally accepted in the United States. Our audit was made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets held for investment purposes is presented for purposes of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects, in relation to the basic financial statements taken as a whole. Arthur Andersen LLP Minneapolis, Minnesota, May 27, 2000 3 4 POLARIS 401(K) RETIREMENT SAVINGS PLAN Statements of net assets available for benefits As of December 31
1999 1998 ------------ ------------ CASH $ 24,804 $ 2,160 INVESTMENTS, at market value 92,247,124 74,951,623 ACCRUED INCOME RECEIVABLE 1,603 65,981 ------------ ------------ Total assets 92,273,531 75,019,764 ACCRUED EXPENSES (3,892) -- ------------ ------------ NET ASSETS AVAILABLE FOR BENEFITS $ 92,269,639 $ 75,019,764 ============ ============
The accompanying notes are an integral part of these statements. 4 5 POLARIS 401(K) RETIREMENT SAVINGS PLAN Statement of changes in net assets available for benefits For the year ended December 31, 1999 NET ASSETS AVAILABLE FOR BENEFITS, beginning of year $ 75,019,764 ------------ INCREASES DURING THE YEAR: Contributions- Employer 4,970,338 Employee 6,939,566 Rollover 462,820 ------------ Total contributions 12,372,724 ------------ Investment income- Interest and dividend income 3,979,847 Realized gains on sale of investments 9,431,033 Unrealized depreciation in market value of investments, net (3,546,246) ------------ Total investment income 9,864,634 ------------ DISTRIBUTIONS TO PARTICIPANTS (4,970,414) ADMINISTRATIVE EXPENSES (17,069) ------------ Total deductions (4,987,483) ------------ Net increase 17,249,875 ------------ NET ASSETS AVAILABLE FOR BENEFITS, end of year $ 92,269,639 ============
The accompanying notes are an integral part of this statement. 5 6 POLARIS 401(K) RETIREMENT SAVINGS PLAN Notes to financial statements December 31, 1999 and 1998 1 DESCRIPTION OF THE PLAN The following description of Polaris 401(k) Retirement Savings Plan (the Plan) provides only general information. Participants should refer to the plan agreement for a more complete description of the Plan's provisions. GENERAL The Plan is a defined contribution plan covering substantially all employees of the Plan's sponsor, Polaris Industries Inc. (the Company). It is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). PLAN OPERATIONS Certain administrative costs totaling $120,998 for the plan year ended December 31, 1999 were paid by the Company. PLAN ADMINISTRATION The Plan's trustee, Fidelity Management Trust Company (the Trustee), holds and invests the assets of the Plan and also distributes the retirement benefits upon instruction from the plan administrator. The Plan is administered by an executive committee appointed by the board of directors of the Company. PARTICIPANT ACCOUNTS Participants may elect to make contributions (limited to a maximum of 15 percent of the participant's compensation, as defined in the Plan) to their account balances. The Company makes a corresponding matching contribution, limited to a maximum of 5 percent of the employee's compensation. Additional profit-sharing contributions may be made annually at the discretion of the Company's board of directors. Discretionary profit-sharing contributions of $98,238 were made in 1999. Plan earnings, as defined, are allocated pro rata based on participants' account balances. VESTING Participants are immediately vested in their voluntary and employer contributions, plus actual earnings thereon. PARTICIPANT LOANS Participants may apply for loans from the Plan in amounts of up to one-half of their account balances, subject to certain limitations. Loans must be paid back within 5 years; however, this period may be extended to 10 years if the loan is utilized for the acquisition of a primary 6 7 residence. The interest rate charged on loans outstanding as of December 31, 1999 was 9.5 percent. DISTRIBUTIONS TO PARTICIPANTS Employee account balances are distributable upon retirement, disability, death, termination from the Company or hardship. Upon the occurrence of one of these events, a participant (or the participant's beneficiary in the case of death) may receive his or her account balance as a lump-sum payment or in monthly payments through an annuity. PLAN AMENDMENT AND TERMINATION The Company has the right to amend or terminate the Plan, subject to the provisions of ERISA. In the event of the Plan's termination, all assets of the Plan will be distributed to participants in accordance with plan provisions. Effective January 1, 1999, the Company exercised its right to amend and restate the Plan to include employees of Polaris Sales Inc. (a wholly owned subsidiary of the Company) as eligible participants. Effective April 1, 1999, the Company exercised its right to amend the Plan and appointed Fidelity Management Trust Company as the new plan administrator, record keeper and trustee, replacing U.S. Bank National Association. The amendment also changed the investment options to those outlined in Note 3 of these statements. Eligibility requirements changed to the first of the month following the employee's hire date for salaried exempt and nonexempt employees, the completion of 480 hours of service for full-time hourly employees and the completion of 1,000 hours of service for seasonal and part-time employees. The previous requirement was six months of full-time service for all employees. Daily fund valuation was added with immediate access to fund balances and investment elections via telephone and Internet accounts. The amendment provides for employees to take loans against their accounts. The amendment also changed the name of the Plan from Polaris Industries Inc. 401(k) Retirement/Savings Plan to Polaris 401(k) Retirement Savings Plan in all instances in which it appears. 7 8 2 SIGNIFICANT ACCOUNTING POLICIES AND PROCEDURES BASIS OF ACCOUNTING The accompanying financial statements have been prepared on the accrual basis of accounting. INVESTMENT VALUATION AND INCOME RECOGNITION Investments of the Plan are stated at market value. Shares of registered investment companies are valued at quoted market prices, which represent the net asset value of shares held by the Plan at year-end. Realized gains and losses on sales of investments represent the difference between the net proceeds from the sale of investments and their market values at the beginning of the year or original cost if purchased during the year. Unrealized appreciation or depreciation of investments represents changes in the market value of investments since the beginning of the year. Purchases and sales of securities are reflected on a trade-date basis. Interest income is recognized when earned. Dividend income is recorded on the ex-dividend date. USE OF ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles requires the Plan's management to make estimates and assumptions that affect the reported amounts of net assets available for benefits at the date of the financial statements and the reported amounts of changes in net assets available for benefits during the year. Ultimate results could differ from those estimates. 3 INVESTMENT OPTIONS The investment options of the Plan at December 31, 1999 consist of deposits with three funds managed by the Trustee, three externally managed funds, and the Polaris Stock Fund. Participants elect to have their account balances invested in one or more of the following funds and may change the fund investment mix at their discretion via a voice response system or the Internet. SPARTAN U.S. EQUITY FUND This fund invests in common stocks included in the Standard & Poor's 500 Index and in other securities that are based on the value of the index. It aims at duplicating the composition and performance of the Standard & Poor's 500 Index. NICHOLAS FUND, INC. This fund invests in mid- to large-sized companies' common stocks showing favorable long-term growth potential. It aims at long-term capital growth, with income a secondary objective. FIDELITY MANAGED INCOME PORTFOLIO This fund invests in contracts offered by major insurance companies and approved financial institutions, certain types of fixed-income securities and money market funds. It aims at preserving the principal investment while earning a moderate interest income. 8 9 FIDELITY PURITAN FUND This fund invests in high-yield U.S. and foreign securities, common and preferred stocks, bonds and other debt securities. It aims at providing as much income as possible with preservation of capital. NEUBERGER BERMAN GENESIS TRUST This fund invests in small cap companies. It aims at capital appreciation. FIDELITY DIVERSIFIED INTERNATIONAL FUND This fund invests in the common stocks of foreign issuers. It aims at increasing the value of the investment over the long term. POLARIS STOCK FUND This fund invests in Polaris stock and a small amount of short-term investments. It aims at providing ownership to the Company's employees. 4 TAX STATUS The Internal Revenue Service has determined and informed the Company by a letter dated October 27, 1997, that the Plan is qualified as tax-exempt under the appropriate sections of the Internal Revenue Code (the Code) and was designed in accordance with applicable sections of the Code. Although the Plan has been amended since receiving the determination letter, the plan administrator and the Plan's tax counsel believe that the Plan is currently designed and being operated in compliance with the applicable requirements of the Code. 5 PARTY-IN-INTEREST TRANSACTIONS The accounts managed by the Trustee, as well as the Polaris Stock Fund, qualify as exempt party-in-interest transactions. 9 10 6 RECONCILIATION TO THE FORM 5500 As of December 31, 1999 and 1998, the Plan had $0 and $574,921, respectively, of distributions which were payable to participants. These amounts are recorded as a liability in the Plan's Form 5500; however, in accordance with the Plan's accounting policies, these amounts are not recorded as a liability in the accompanying statement of net assets available for benefits. The following table reconciles net assets available for benefits per the financial statements to the amounts reflected in the Form 5500 as filed by the Plan as of December 31:
1999 1998 ------------ ------------ Net assets available for benefits per the financial statements $ 92,269,638 $ 75,019,764 Current year distribution payable -- (574,921) ------------ ------------ Net assets available for benefits per the Form 5500 $ 92,269,638 $ 74,444,843 ============ ============
The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500 for the year ended December 31, 1999: Benefits paid to participants per the financial statements $ 4,970,414 Add- Amounts allocated to withdrawing participants at December 31, 1999 -- Less- Amounts allocated to withdrawing participants at December 31, 1998 (574,921) ----------- Benefits paid to participants per the Form 5500 $ 4,395,493 ===========
7 ADOPTION OF NEW ACCOUNTING STANDARD The Plan adopted Statement of Position (SOP) 99-3, "Accounting for and Reporting of Certain Defined Contribution Plan Investments and Other Disclosure Matters." As a result, all prior periods presented have been restated to conform to the provisions of SOP 99-3. SOP 99-3 eliminates the requirement for defined contribution plans to disclose investments by general type for participant-directed investments. This change had no effect on the amount of net assets available for benefits reported in prior periods. 10 11 SUPPLEMENTAL SCHEDULE POLARIS 401(K) RETIREMENT SAVINGS PLAN Schedule of assets held for investment purposes As of December 31, 1999 EIN: 41-1797637 PLAN NUMBER: 001
Description Cost Market value ----------- ---- ------------ Spartan U.S. Equity Fund ** $31,357,548 Nicholas Fund, Inc. ** 19,811,977 Fidelity Managed Income Portfolio* ** 14,061,617 Fidelity Puritan Fund* ** 10,013,023 Neuberger Berman Genesis Trust ** 9,430,503 Fidelity Diversified International Fund* ** 4,080,305 Polaris Stock Fund* ** 338,503 ----------- Total investment funds 89,093,476 Participant loans 3,153,648 ----------- Total investments $92,247,124 ===========
*Denotes party in interest. **Historical cost is omitted for participant-directed investments. 12 POLARIS 401(K) RETIREMENT SAVINGS PLAN EXHIBITS Exhibit No. Description 23.1 Consent of Independent Public Accountants 12 13 SIGNATURES The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: June 28, 2000 POLARIS 401(k) RETIREMENT SAVINGS PLAN By the Members of the 401(k) Retirement Committee as Plan Administrator /s/ Thomas C. Tiller -------------------------------------------- Thomas C. Tiller /s/ Michael W. Malone -------------------------------------------- Michael W. Malone /s/ John B. Corness -------------------------------------------- John B. Corness /s/ Scott Swenson -------------------------------------------- Scott Swenson 13 14 POLARIS 401(k) RETIREMENT SAVINGS PLAN EXHIBIT INDEX
Number Document Method of Filing ------ -------- ---------------- 23.1 Consent of Arthur Andersen LLP Filed herewith dated June 21, 2000 electronically
14 EX-23.1 2 ex23-1.txt CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation of our report incorporated by reference in this Form 11-K into the Company's previously filed Registration Statements File Nos. 33-57503, 33-60157, 333-05463, 333-21007, 333-77765 and 333-94451. /s/Arthur Andersen LLP ARTHUR ANDERSEN LLP Minneapolis, Minnesota, June 21, 2000 15 -----END PRIVACY-ENHANCED MESSAGE-----