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): October 20, 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 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On October 20, 2005, Polaris Industries Inc. (the "Company") issued a news release announcing that Stefan Pierer has been appointed as a director of the Company effective October 20, 2005. The Board of Directors of the Company has also appointed Mr. Pierer to serve on the Technology Committee of the Board Directors.

As previously reported on the Current Reports on Form 8-K filed by the Company with the Securities and Exchange Commission on July 19, 2005, August 11, 2005 and September 7, 2005, the Company, through its Austrian subsidiary, purchased a 24.9% interest in KTM Power Sports AG ("KTM") from an institutional investor and entered into a Call Option Agreement (the "Call Option Agreement") with respect to the shares of KTM with Cross Industries AG ("Cross"). The shareholders of Cross are Pierer GmbH and Knünz GmbH, each beneficially owning 50% of the share capital and the voting rights of Cross. Mr. Pierer beneficially owns 100% of the share capital and the voting rights of Pierer GmbH.

The Call Option Agreement grants each party a series of call rights to acquire the other’s ownership interest in KTM, which rights generally become exercisable after the end of the third quarter in October 2007. Upon the occurrence of certain events, such as the death of key members of KTM’s management or a change in control of the Company, the vesting of these call rights may be accelerated. The purchase price per share for the call rights will be formula-based depending, in part, upon the financial performance of both companies for the 12-month period ending on the measurement date. In the event the Company exercises its call right, the purchase price may be payable in cash or a combination of cash and shares of the Company’s common stock; however, the Call Option Agreement provides that the price must be paid entirely in cash if, at the time such price becomes payable, Mr. Pierer is not serving as a member of the Company’s Board of Directors for any reason other th an death, disability, resignation or because Mr. Pierer declined to stand for election to the Company’s Board of Directors. The foregoing description of the terms of the Call Option Agreement is qualified in its entirety by reference to the Call Option Agreement, which is attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 19, 2005.

A copy of the news release announcing Mr. Pierer’s election to the Board of Directors is attached to this report as Exhibit 99.1 and is incorporated herein by reference.

Item 8.01 Other Events.

On October 20, 2005, the Company also issued a news release announcing the declaration of a quarterly dividend and announcing that its Board of Directors increased the Company’s common stock share repurchase authorization by 4.0 million shares, bringing the number of shares remaining available for repurchase under the current authorization to 5.0 million shares. Since 1996, the Company has repurchased approximately 22.0 million shares of its common stock under its share repurchase program. A copy of the related news release is attached as Exhibit 99.2 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

99.1 News Release dated October 20, 2005
99.2 News Release dated October 20, 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.
October 20, 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 October 20, 2005
99.2	News Release dated October 20, 2005

EX-99.1

Contact: Richard Edwards

Polaris Industries Inc.

763-542-0500

POLARIS INDUSTRIES INC. APPOINTS
STEFAN PIERER TO ITS BOARD OF DIRECTORS

MEDINA, Minn., October 20, 2005 – Polaris Industries Inc. (NYSE/PSE: PII) today announced the appointment of Stefan Pierer to the Company’s Board of Directors effective October 20, 2005.

Mr. Pierer, 49, has been managing director of and a principal shareholder in KTM Power Sports AG and its predecessors since 1992. Polaris is a 24.9% shareholder in KTM. Prior to joining KTM, Mr. Pierer was the authorized officer and sales manager of HOVAL GmbH. He is also a founder of CROSS Industries AG, an Austrian investment company specializing in midsized industrial companies. Mr. Pierer received a business degree from Montanuniversitat in Leoben, Austria.

“We are delighted to have Stefan join our board of directors. He brings extraordinary talent and experience in the Powersports and European markets as well as being a passionate leader who has guided KTM for over 13 successful years,” said Greg Palen, Chairman of the Polaris Board of Directors.

With the appointment of Mr. Pierer, the Polaris Board of Directors now has a total of ten members. Mr. Pierer will also serve as a member on the Technology Committee of the Board of Directors and will stand for re-election to the Polaris Board of Directors at its 2006 Annual Meeting of Shareholders.

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 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. Consumers can also purchase apparel and vehicle accessories anytime at www.polarisindustries.com.
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.

Contact: Richard Edwards
Polaris Industries Inc.
763-542-0500

POLARIS INDUSTRIES ANNOUNCES INCREASE IN SHARE REPURCHASE AUTHORIZATION AND DECLARES REGULAR
CASH DIVIDEND

— Board of Directors increases share repurchase authorization by 4.0 million shares

— Declares a regular quarterly cash dividend of $0.28 per share

MINNEAPOLIS (October 20, 2005) Polaris Industries Inc. (NYSE/PSE:PII) announced today that its Board of Directors has increased the Company’s common stock share repurchase authorization by 4.0 million shares. The additional share repurchase authorization announced today, together with the 1.0 million shares remaining available for repurchase under the prior authorization, represents approximately twelve percent of the shares of Polaris common stock currently outstanding. The repurchase of any or all such shares authorized for repurchase will be governed by applicable SEC rules and dependent on management’s assessment of market conditions. Since 1996, the Company has repurchased approximately 22.0 million shares of its common stock under its share repurchase program.

Also today, Polaris’ Board of Directors announced the declaration of a regular quarterly $0.28 per share cash dividend payable on November 15, 2005 to shareholders of record at the close of business on November 1, 2005.

Tom Tiller, Polaris’ CEO, commented, “We believe that purchasing Polaris stock at current market prices continues to be an excellent use of the Company’s capital. We remain confident in the future growth of our business and cash flows and are committed to maximizing our shareholders’ investment. As we have done in the past, we will continue to return a portion of the cash flow generated by the Company to its shareholders in the form of cash dividends and share repurchases, balanced against other strategic options.”

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 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. Consumers can also purchase apparel and vehicle accessories anytime at www.polarisindustries.com.

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.