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): February 15, 2007

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 1.01 Entry into a Material Definitive Agreement.

On February 15, 2007, Polaris Industries Inc. (the "Company") and its Austrian subsidiary entered into a supplement (the "Supplement") to a Share Purchase Agreement dated December 22, 2006 (as amended, the "Share Purchase Agreement"), which was filed as Exhibit 10.gg to the Current Report on Form 8-K filed by the Company on December 22, 2006. The Share Purchase Agreement provides that the Company will sell approximately 1.38 million shares of KTM Power Sports AG ("KTM") to a subsidiary of KTM’s largest shareholder, Cross Industries AG ("Cross") for a purchase price of approximately 58.5 million Euros. The terms of the Share Purchase Agreement contemplated that the sale of KTM shares would be completed in two stages with approximately half of the shares to be sold on or before March 15, 2007 and the other half of the shares to be sold on or before June 15, 2007.

The Supplement memorialized that the closing of the sale of 1,106,561 shares of KTM stock would take place on February 20, 2007 an d that the closing of the purchase of the remaining 272,000 shares to be purchased under the Share Purchase Agreement would take place on or before June 15, 2007. All other terms and conditions of the original share purchase agreement, dated December 22, 2006, remain in full force and effect.

The foregoing description of the terms of the Supplement is qualified in its entirety by reference to the Supplement, which is attached to this Current Report on Form 8-K as Exhibit 10.hh.

Item 7.01 Regulation FD Disclosure.

On February 20, 2007, the Company issued a news release announcing that its Austrian subsidiary had completed the first closing of its sale of shares of KTM to a subsidiary of Cross, under the terms of the Share Purchase Agreement. Approximately 1.11 million shares were delivered at a purchase price of approximately 47.0 million Euros. The Share Purchase Agreement provides for the completion of the sale of approximately 0.27 million additional shares of KTM stock on or before June 15, 2007. Upon completion of that transaction, Polaris will then hold approximately 0.34 million KTM shares, representing slightly less than 5 percent of KTM’s outstanding shares. Polaris intends to utilize the proceeds generated from the closing completed today to reduce the outstanding balance of the Company’s revolving credit facility.

The Company also announced today that it is increasing its previously issued guidance for first quarter and full year 2007 earnings per share from continuing operation s. Previously issued guidance for 2007 sales growth remains unchanged.

A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The information contained in this report 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 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 9.01 Financial Statements and Exhibits.

(c) Exhibits.

10.hh Supplement to Share Purchase Agreement dated February 15, 2007 by and between Polaris Industries Inc., Polaris Austria GmbH, Cross Industries AG and Cross Automotiv GmbH.

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.
February 20, 2007	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
10.hh	Supplement to Share Purchase Agreement dated February 15, 2007 by and between Polaris Industries Inc., Polaris Austria GmbH, Cross Industries AG and Cross Automotiv GmbH.
99.1	News Release dated February 20, 2007 of Polaris Industries Inc.

EX-10.HH

Exhibit 10.hh

SUPPLEMENT TO

SHARE PURCHASE AGREEMENT

DATED 22 DECEMBER 2006

This Supplement (the “Supplement”) to the Share Purchase Agreement dated 22 December 2006 entered into among Polaris Industries Inc., Polaris Austria GmbH, Cross Industries AG, and Cross Automotiv GmbH, formerly Eternit Holding GmbH, (the “Share Purchase Agreement”) has been entered into as of 15 February 2007 by and between the signatories of the Share Purchase Agreement in order to adjust the split-up of the Purchased Shares and to regulate the implementation of Closing I. This Supplement constitutes a notice regarding Closing I in accordance with Clause 2.1 of the to the Share Purchase Agreement:

1. Capitalized Terms. Capitalized terms not otherwise defined or newly defined herein shall have the meaning as defined in the Share Purchase Agreement.

2. Purchased Shares I and Purchased Shares II. Clause 1.2 of the Share Purchase Agreement shall hereby be amended to the effect that the Purchased Shares I shall comprise 1,106,561 (one million one hundred six thousand five hundred sixty one) of the Purchased Shares (the “Purchased Shares I”), and the Purchased Shares II shall comprise 272,000 (two hundred seventy two thousand) of the Purchased Shares (the “Purchased Shares II”).

3. Purchase Price I and Purchase Price II. Clause 1.2 of the Share Purchase Agreement shall hereby be amended to the effect that the Purchase Price I shall be EUR 46,962,448.84 (Euro forty six million nine hundred sixty two thousand four hundred forty eight and Cents eighty four) (the “Purchase Price I”), and the Purchase Price II shall be EUR 11,543,680 (Euro eleven million five hundred forty three thousand six hundred and eighty) (the “Purchase Price II”).

4. Buyer. CA shall be the Buyer with respect to any and all of the Purchased Shares.

5. Closing Date I. The Closing I and the Closing Actions I shall take place on 20 February 2007, at 8 a.m. CET (the “Closing I”).

6. Share Account: The Purchased Shares I shall be transferred to securities account of Cross Automotiv GmbH, no. 52962 000 363, Bank Austria Creditanstalt AG, BLZ 12000, IBAN: AT11 1200 0529 6200 0363, BIC: BKAUATWW, being the Share Account in accordance with the Share Purchase Agreement.

7. Seller’s Account: The Purchase Price I shall be transferred to the account of Polaris Austria GmbH, no. 230-417819.60B, UBS AG, IBAN: CH66 0023 0230 4178 1960 B, BIC: UBSWCHZH80A, being the Seller’s Account in accordance with the Share Purchase Agreement.

8. Actions at Closing I. At Closing I, the following actions shall be taken (the “Closing Actions I”) to implement a delivery against payment transaction (Lieferung-gegen-Zahlung-Geschäft) in the DS.A-System operated by Oesterreichische Kontrollbank AG (außerbörsliche Wertpapierabwicklung):

8.1 The Buyer shall irrevocably instruct Bank Austria Creditanstalt AG to transfer the Purchase Price I to the Seller’s Account.

8.2 The Seller shall irrevocably instruct UBS AG, Zurich, to transfer the Purchased Shares I to the Share Account.

8.3 The Seller shall submit to Buyer’s counsel a written confirmation of Bank Austria Creditanstalt AG that the Purchased Shares I have been credited to the Share Account.

8.4 The Buyer shall submit to Seller’s counsel a written confirmation of UBS AG, Zurich, that the Purchase Price I has been credited to the Seller’s Account.

Polaris Industries Inc.

/s/ Thomas C. Tiller
By : Thomas C. Tiller

Polaris Austria GmbH

/s/ Thomas C. Tiller
By : Thomas C. Tiller

CROSS Industries AG

/s/ Stefan Pierer /s/ Dr. Rudolph Knünz
By : Stefan Pierer, Dr. Rudolph K Knünz

CROSS Automotiv GmbH

/s/ Stefan Pierer /s/ Dr. Rudolph Knünz
By : Stefan Pierer, Dr. Rudolph K Knünz

		News Release
Contact:	Richard Edwards Polaris Industries Inc. 763-513-3477

POLARIS SELLS 1.11 MILLION SHARES OF KTM POWER SPORTS
TO CROSS INDUSTRIES SUBSIDIARY

• Completes first closing under previously announced agreement

• Agreement provides for completion of sale of an additional 0.27 million shares on or before June 15, 2007

MINNEAPOLIS – February 20, 2007 — Polaris Industries Inc. (NYSE: PII) announced that its Austrian subsidiary had completed the first closing of its sale of shares of KTM Power Sports AG (“KTM”) to a subsidiary of KTM’s largest shareholder, Cross Industries AG (“Cross”), under the terms of a previously announced agreement dated December 22, 2006. Approximately 1.11 million shares were delivered at a purchase price of approximately 47.0 million Euros. The December 2006 agreement provides for the completion of the sale of approximately 0.27 million additional shares of KTM stock on or before June 15, 2007. Upon completion of that transaction, Polaris will then hold approximately 0.34 million KTM shares, representing slightly less than 5 percent of KTM’s outstanding shares. Polaris intends to utilize the proceeds generated from the closing completed today to reduce the outstanding balance of the Company’s revolving credit facility.

As a result of the first closing completed today, Polaris expects to record in the first quarter 2007 a gain on the sale of the KTM investment of approximately $4.8 million pre-tax or approximately $0.09 per diluted share due to the recognition of previously unrealized translation gains recorded in accumulated other comprehensive income, a component of shareholders’ equity.  In addition, Polaris currently expects that completion of the sale of approximately 0.27 million additional shares of KTM stock will generate an additional gain on the sale of the KTM investment of approximately $0.02 per diluted share during the second quarter 2007.

Polaris also announced today that the Company is increasing its previously issued guidance for full year 2007 earnings per share from continuing operations by $0.11 per share to a range of $2.91 to $3.03 per diluted share, a seven to eleven percent increase over the actual $2.72 earned in 2006. First quarter 2007 earnings per share from continuing operations are now expected to be in the range of $0.32 to $0.34 per diluted share compared to $.26 earned in the first quarter of 2006. Previously issued guidance for 2007 sales growth remains unchanged and is expected to increase in the one to three percent range for the full year 2007 and to decrease in the six to eight percent range for the first quarter 2007 compared to the same periods in 2006.

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 2006 sales of $1.7 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 under the symbol “PII,” and the Company is included in the S&P Small-Cap 600 stock price index.

Except for historical information contained herein, the matters set forth in this news release, including management’s expectations regarding the timing and consequences of the ongoing relationship between KTM and Polaris and the transaction related to Polaris selling a portion of its KTM investment involve certain risks and uncertainties outside of the control of Polaris 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; effects of the KTM relationship; environmental and product safety regulatory activity; effects of weather; 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.