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): August 11, 2005

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 7.01 Regulation FD Disclosure.

On August 11, 2005, Polaris Industries Inc. (the "Company") issued a news release announcing that its Austrian subsidiary had completed its purchase of an interest in Austrian motorcycle manufacturer KTM Power Sports AG, formerly known as Cross Holding AG, as described in Item 8.01 below. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

This information 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 Item 7.01 of this Current Report shall not be incorporated 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 8.01 Other Events.

On August 11, 2005, a subsidiary of the Company completed its purchase of a 24.9% interest in Austrian motorcycle manufacturer KTM Power Sports AG, formerly known as Cross Holding AG, from an institutional investor, for approximately Euros 62.6 million or approximately $75.5 million. Under the terms of the share purchase agreement, Polaris may purchase additional shares in the event that, as currently proposed, the outstanding capital of KTM Power Sports AG is increased on or before August 31, 2005. The transaction was previously reported on the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on July 19, 2005.

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.
August 11, 2005	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
99.1	News Release dated August 11, 2005

EX-99.1

CONTACT:	Polaris Industries Inc., Minneapolis Public Relations:
	Marlys Knutson, 763-542-0533 or Investor Relations Richard Edwards, 763-513-3477

POLARIS INDUSTRIES INC. COMPLETES PURCHASE OF 24.9% OF KTM
Part of Polaris/KTM Strategic Partnership Announced in July

MINNEAPOLIS, August 11, 2005 -— Polaris Industries Inc. (NYSE:PII)(PSE:PII) announced today that it has completed its purchase of a 24.9% interest in Austrian motorcycle manufacturer KTM Power Sports AG, formerly known as Cross Holding AG, through its Austrian subsidiary from an institutional investor.

“This transaction, together with several strategic projects that we are cooperatively exploring with KTM, is part of the strategic partnership with KTM that we announced last month. The announcement was well received by the dealers, employees, suppliers and shareholders of both companies. They share our view that the relationship will provide substantial benefits to both Polaris and KTM,” stated Polaris CEO Tom Tiller.

KTM Power Sports AG (formerly known as Cross Holding AG and currently publicly traded on the Vienna Stock Exchange under the symbol KTM) owns and controls KTM Sportmotorcycle AG, a leading European manufacturer of motorcycles. Under the terms of a share purchase agreement with an institutional investor, Polaris, through its Austrian subsidiary, purchased 24.9% of the outstanding capital stock of KTM Power Sports AG for approximately Euros 62.6 million or approximately $75.5 million. The share purchase agreement provides that Polaris may purchase additional shares in the event that, as currently proposed, the outstanding capital of KTM Power Sports AG is increased on or before August 31, 2005. Polaris’ investment in KTM Power Sports AG is expected to be neutral to Polaris’ calendar year 2005 consolidated earnings per share and somewhat accretive for the full year 2006. The purchase was financed from borrowings under Polaris’ existing bank line of credit arrangement.

As previously reported, Polaris and KTM Power Sports AG’s largest shareholder, Cross Industries AG (“Cross”), have entered into option agreements which, under certain conditions in 2007, either Cross may purchase Polaris’ interest in KTM Power Sports AG or, alternatively, Polaris may become the majority shareholder of KTM Power Sports AG. In the latter case, the majority of the purchase price to Cross will be settled in Polaris shares and Cross will become a significant shareholder in the combined Polaris/KTM organization. Cross’ principal shareholders are KTM CEO Stefan Pierer and KTM CFO Rudolf Knünz. The exercise price under both option arrangements are based on market-based, predetermined pricing formulas to be derived from operating results of both companies in 2007.

About Polaris

Information about the complete line of Polaris products, apparel and vehicle accessories is available from authorized Polaris dealers or from the Polaris homepage at www.polarisindustries.com.

With annual 2004 sales of $1.8 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.

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

About KTM

KTM Sportmotorcycle AG designs, engineers, manufacturers and markets off-road and on-road motorcycles and related parts, garments and accessories with annual sales of Euros 402 million in 2004. The product portfolio consists of over 23 different off-road and on-road motorcycles ranging in engine size from 50cc to 990cc.

KTM is best known for it racing heritage. KTM has won 106 World Championship Titles, 10 in 2004 alone. The Company employs approximately 1,500 employees and assembles its engines and motorcycles in Mattighofen, Austria. Additionally, the Company manufactures exhaust systems, frames, shocks and spoke wheels. KTM sells its motorcycles through a network of over 1,400 independent dealers and approximately 50 distributors worldwide with Europe being its strongest market. Information about the complete line of KTM products, apparel and vehicle accessories is available from authorized KTM dealers or from the KTM homepage at www.ktm.com.

KTM Power Sports AG, formerly known as Cross Holding AG, is traded on the Vienna stock exchange under the symbol KTM (formerly traded under the symbol CRO). Additional information on KTM Power Sports AG can be found at www.cross-ag.com, which is in the process of being changed to www.ktm.com/investor relations.

Except for historical information contained herein, certain matters set forth in this news release 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; benefits from the KTM relationship; environmental and product safety regulatory activity; effects of weather; higher 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.