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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
under the Securities Exchange Act of 1934
(Amendment No. 2)*
WINNEBAGO INDUSTRIES, INC.
(Name of Issuer)
COMMON STOCK, $.50 PAR VALUE
(Title of Class of Securities)
974637100
(CUSIP Number)
WILLIAM M. LIBIT, ESQ.
CHAPMAN AND CUTLER
111 WEST MONROE STREET
CHICAGO, ILLINOIS 60603
(312) 845-2981
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
JUNE 26, 1998
(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 [ ].
*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.
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(1) Name of Reporting Person.
S.S. or I.R.S. Identification Nos. of Above Person.
Luise V. Hanson SS# ###-##-####
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(2) Check the Appropriate Box if a Member of a Group. (See
Instructions).
(a) [ ]
(b) [ ]
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(3) SEC Use Only.
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(4) Source of Funds
Not applicable.
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(5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
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(6) Citizenship or Place of Organization.
United States
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(7) Sole Voting Power.
NUMBER OF Luise V. Hanson 4,963,374 (21.5%)
Estate of John K. Hanson 3,017,932 (13.1%)
SHARES
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BENEFICIALLY (8) Shared Voting Power.
OWNED BY Not applicable.
EACH --------------------------------------------------------------
(9) Sole Dispositive Power.
REPORTING Luise V. Hanson 4,963,374 (21.5%)
Estate of John K. Hanson 3,017,932 (13.1%)
PERSON
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WITH (10) Shared Dispositive Power.
CUSIP NO. 974637100 PAGE 4
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Not applicable.
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person.
7,981,306
CUSIP NO. 974637100 PAGE 5
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions). [ ]
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(13) Percent of Class Represented by Amount in Row (11).
34.6%
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(14) Type of Reporting Person (See Instructions).
IN
ITEM 1. SECURITY AND ISSUER.
The class of securities to which this statement relates is Common
Stock, $.50 par value (the "COMMON STOCK"), of Winnebago Industries, Inc.
("WINNEBAGO"), an Iowa corporation. The address of Winnebago's principal
executive offices is P.O. Box 152, Forest City, Iowa 50436.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is being filed by Luise V. Hanson. Mrs. Hanson is
retired, and her residence address is 905 Highway 69 South, Forest City, Iowa
50436.
Mrs. Hanson has not, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
Further, Mrs. Hanson has not, during the last five years, been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
which resulted in Mrs. Hanson being subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities law or finding any violation with respect to
such laws.
CUSIP NO. 974637100 PAGE 6
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
NOT APPLICABLE. This amendment is being filed to report a change in the
direct and indirect beneficial ownership by Mrs. Hanson of an aggregate of
720,000 shares of Common Stock, as a result of the disposition pursuant to the
will of John K. Hanson of 720,000 shares of Common Stock by Mrs. Hanson acting
as the executor of the estate of John K. Hanson (the "ESTATE").
ITEM 4. PURPOSE OF TRANSACTION.
On June 26, 1998, Mrs. Hanson, as executor of the Estate, disposed of
720,000 shares of Common Stock pursuant to the will of John K. Hanson. The
undersigned does not presently have any plans or proposals which relate to or
would result in:
(a) The acquisition by any person of additional securities of Winnebago, or
the disposition of securities of Winnebago, other than the continuing
disposition of shares of Common Stock held by the Estate in the course
of administering the Estate;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving Winnebago or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of Winnebago or any
of its subsidiaries;
(d) Any change in the present board of directors or management of
Winnebago, including any plans or proposals to change the number or
term of directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend policy of
Winnebago;
(f) Any other material change in Winnebago's business or corporate
structure;
CUSIP NO. 974637100 PAGE 7
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(g) Changes in Winnebago's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of
Winnebago by any person;
(h) Causing a class of securities of Winnebago to be delisted from a
national securities exchange or to cease to be authorized to be quoted
in an inter-dealer quotation system of a registered national securities
association;
(i) A class of equity securities of Winnebago becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) After the sale of the Common Stock by the Estate, as described in Item
4, Mrs. Hanson is the beneficial owner of 7,981,306 shares of Winnebago
common stock, which represent approximately 34.6% of Winnebago's issued
and outstanding Common Stock.
(b) Mrs. Hanson has sole voting power and sole dispositive power with
respect to the 7,981,306 shares of Common Stock of which she is the
beneficial owner.
(c) Except for the sale described in Item 4, neither Mrs. Hanson nor the
Estate has had any transactions in Common Stock during the past 60
days.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
CUSIP NO. 974637100 PAGE 8
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None (other than with respect to the distribution of the shares held by
the Estate in the course of administering the Estate).
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
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.
July 1, 1998
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(Date)
/s/ Luise V. Hanson
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Luise V. Hanson