SEC Filing - Winnebago Industries

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SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934

Filed by the registrant [X]

Filed by a party other than the registrant [ ]

Check the appropriate box:
[ ] Preliminary proxy statement
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))

WINNEBAGO INDUSTRIES, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transactions applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11. (Set forth the amount on which the
filing fee is calculated and state how it was determined.)
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount previously paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing party:

(4) Date filed:

WINNEBAGO INDUSTRIES LOGO
[GRAPHIC OMITTED]

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JANUARY 20, 1999

To the Shareholders of
WINNEBAGO INDUSTRIES, INC.

The Annual Meeting of Shareholders of Winnebago Industries, Inc. will be
held on Wednesday, January 20, 1999, at 7:30 p.m., Central Standard Time, at
Friendship Hall, Highway 69 South, Forest City, Iowa, for the following
purposes:

1. the election of eight directors; and

2. the transaction of such other business as may properly come before the
meeting or any adjournment or adjournments thereof.

The Board of Directors of the Company has fixed the close of business on
November 16, 1998, as the record date for the determination of shareholders
entitled to notice of and to vote at this meeting and at any and all
adjournments thereof.

By Order of the Board of Directors

/s/ RAYMOND M. BEEBE
RAYMOND M. BEEBE
SECRETARY

Forest City, Iowa
December 1, 1998

YOUR VOTE IS IMPORTANT

WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING IN PERSON, PLEASE VOTE YOUR
PROXY BY TELEPHONE OR VIA THE INTERNET, AS DESCRIBED IN THE INSTRUCTIONS ON THE
PROXY CARD, OR SIGN AND RETURN THE PROXY CARD IN THE ENCLOSED ENVELOPE SO YOUR
SHARES WILL BE VOTED AT THE ANNUAL MEETING.

WINNEBAGO INDUSTRIES, INC.

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PROXY STATEMENT
------------------

This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of Winnebago Industries, Inc., an Iowa corporation (the
"COMPANY"), P.O. Box 152, Forest City, Iowa 50436, of proxies to be used at the
Annual Meeting of Shareholders of the Company to be held at Friendship Hall,
Highway 69 South, Forest City, Iowa on January 20, 1999, at 7:30 p.m., Central
Standard Time, and at any and all adjournments thereof. This Proxy Statement was
first mailed to shareholders on or about December 1, 1998.

Only holders of Common Stock of record at the close of business on November
16, 1998 will be entitled to vote at the Annual Meeting of Shareholders. At such
date, the Company had outstanding 22,123,944 shares of Common Stock, par value
$.50 per share ("COMMON STOCK"). Each share of Common Stock entitles the holder
to one vote upon each matter to be voted upon at the meeting. A majority of the
outstanding shares of Common Stock will constitute a quorum for the Annual
Meeting of Shareholders. Election of each director requires the affirmative vote
of the holders of a majority of the shares of the Company's Common Stock present
or represented by proxy and voted at the meeting. Abstentions and broker
non-votes (I.E., shares held by a broker for its customers that are not voted
because the broker does not receive instructions from the customer or because
the broker does not have discretionary voting power with respect to the item
under consideration) will be counted as present for purposes of determining the
presence of a quorum. Abstentions and broker non-votes will have the same effect
as a vote against a director nominee, however, as to any other matter which may
properly come before the meeting, abstentions and broker non-votes will not have
any effect.

HOW YOU CAN VOTE

This year there are three voting methods:

(1) Via the Internet, by going to the web address
http://www.eproxy.com/wgo/ and following the instructions for Internet
voting on the proxy card; or

(2) Over the telephone, by dialing 1-800-560-1965 and following the
instructions for telephone voting on the proxy card; or

(3) By completing and mailing your proxy card.

If you return your signed proxy or use Internet or telephone voting before
the annual meeting, your shares will be voted as you direct. For the election of
directors, you may vote for (1) all of the nominees, (2) none of the nominees or
(3) all of the nominees except those you designate.

IF YOU DO NOT SPECIFY ON YOUR PROXY CARD OR THROUGH INTERNET OR TELEPHONE
PROMPTS HOW YOU WANT TO VOTE YOUR SHARES, YOUR SHARES WILL BE VOTED "FOR" THE
ELECTION OF ALL DIRECTOR NOMINEES AND IN THE DISCRETION OF THE NAMED PROXIES
UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING.

HOW YOU MAY REVOKE OR CHANGE YOUR VOTE

You can revoke your proxy at any time before it is voted at the meeting by:

o sending written notice of revocation to the Secretary;

o submitting another proper proxy by telephone, Internet or paper ballot,
after the revoked proxy; or

o attending the annual meeting and voting in person.

You may also be represented by another person at the meeting by executing a
proper proxy designating that person.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

At November 16, 1998, Mrs. Luise V. Hanson owned an aggregate of 7,981,306
shares (36.1 percent) of the outstanding Common Stock, owning 4,963,374 (22.4
percent) of record and beneficially, and 3,017,932 (13.7 percent) beneficially,
as executor of the Estate of John K. Hanson. By virtue of her stock ownership,
Mrs. Luise V. Hanson may be deemed to be a controlling person of the Company.
At the same date, Mary Jo Boman, daughter of Mrs. Luise V. Hanson, owned
155,790 shares (0.7 percent) of Common Stock and her husband, Gerald E. Boman,
owned 206,090 shares (0.9 percent) of Common Stock. In addition, Mr. Boman
holds options to purchase 10,000 shares of Common Stock. John V. Hanson, son of
Mrs. Luise V. Hanson, owned 530 shares of Common Stock. In addition, Mr. Hanson
holds options to purchase 10,000 shares of Common Stock.

The following table contains information with respect to the ownership of
Common Stock by (i) each person known to the Company who is the beneficial owner
of more than five percent of the outstanding Common Stock, (ii) each director,
(iii) each nominee for election as a director, (iv) each executive officer
listed in the Summary Compensation Table and (v) the group named below.

SHARES OF COMMON STOCK
OWNED BENEFICIALLY AT PERCENT OF
NAME NOVEMBER 16, 1998(1) COMMON STOCK
- --------------------------------------- ----------------------- -------------

Luise V. Hanson 7,981,306(2) 36.1
Edwin F. Barker 72,989(4) (3)
Raymond M. Beebe 61,989(4) (3)
Gerald E. Boman 371,880(2)(4) 1.7
Ronald D. Buckmeier 12,472(4) (3)
Jerry N. Currie 10,000(4) (3)
Fred G. Dohrmann 13,033(4) (3)
John V. Hanson 10,530(2)(4) (3)
Bruce D. Hertzke 60,183(4) (3)
James P. Jaskoviak 11,989(4) (3)
Gerald C. Kitch 13,001(4)(5) (3)
Robert J. Olson 11,478(4) (3)
Richard C. Scott 12,001(4)(5) (3)
Joseph M. Shuster 11,000(4) (3)
Frederick M. Zimmerman 11,377(4)(5) (3)
Francis L. Zrostlik 11,003(4)(5) (3)
Directors and officers as a
group (17 persons) 704,144(4)(5) 3.1

- ------------------
(1) Includes shares held jointly with or by spouse and shares held as custodian,
beneficial ownership of which is disclaimed.

(2) The narrative above provides further information with regard to such
ownership.

(3) Less than one percent.

(4) Includes 58,998, 58,998, 10,000, 10,498, 8,500, 12,000, 10,000, 53,999,
7,998, 10,000, 9,498, 10,000, 10,000, 10,000, 10,000 and 299,319 shares,
respectively, which Messrs. Barker, Beebe, Boman, Buckmeier, Currie,
Dohrmann, Hanson, Hertzke, Jaskoviak, Kitch, Olson, Scott, Shuster,
Zimmerman, Zrostlik and the directors and officers as a group have the right
to acquire within 60 days of November 16, 1998 through the exercise of stock
options.

(5) Includes 2,001, 2,001, 627 and 1,003 Winnebago Stock Units, respectively,
held by Messrs. Kitch, Scott, Zimmerman and Zrostlik, respectively, under
the Company's Directors' Deferred Compensation Plan. The Winnebago Stock
Units are payable in an equal number of shares of Common Stock upon the
termination of the respective directors' termination of service as a
director.

ELECTION OF DIRECTORS

All current directors, except for Mr. Shuster and Mr. Zrotlik, are standing
for reelection. Each nominee is being elected to serve until the next ensuing
annual meeting and until a successor is elected and qualified. The shares
represented by the enclosed proxy will be voted for the election as directors of
the nominees named below if no direction is made otherwise.

YEAR FIRST
BECAME A
NAME (AGE)(1) PRINCIPAL OCCUPATION DIRECTOR
- ----------------------------- ---------------------------------------------------------- -------------

Gerald E. Boman (63) Retired; former Senior Vice President, Winnebago 1962
Industries, Inc.

Jerry N. Currie (53) President & Chief Executive Officer of both CURRIES 1996
Company, manufacturer of steel doors and frames
for nonresidential construction and GRAHAM
Manufacturing, manufacturer of wood doors for
nonresidential construction

Fred G. Dohrmann (66) Retired; former Chairman of the Board of Directors 1989
and Chief Executive Officer, Winnebago Industries, Inc.

John V. Hanson (56) Retired; former President and Deputy Chairman of the 1996(2)
Board of Directors of Winnebago Industries, Inc.

Bruce D. Hertzke (47) Chairman of the Board, Chief Executive Officer and 1997
President, Winnebago Industries, Inc.

Gerald C. Kitch (60) Retired; former Executive Vice President, Pentair, Inc., 1996
diversified manufacturer of tools, equipment and
ammunition

Richard C. Scott (64) Vice President of University Development at Baylor 1997
University, Waco, Texas

Frederick M. Zimmerman (62) Professor of Manufacturing Systems Engineering at 1992
The University of St. Thomas, St. Paul, Minnesota

- ------------------

(1) Reference is made to "Voting Securities and Principal Holders Thereof."

(2) Also served as a director from 1967 to 1979 and from 1985 to 1989.

All of the foregoing have been employed in their principal occupation or
other responsible positions with the same organization for at least the last
five years or are currently retired after having served in responsible positions
with the organization indicated.

John V. Hanson and Gerald E. Boman are brothers-in-law.

Discretionary authority is solicited to vote for the election of a
substitute for any of said nominees who, for any reason currently unknown,
cannot be a candidate for election.

BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD

The Board has established Audit, Human Resources and Nominating Committees
to assist it in the discharge of its responsibilities. The principal
responsibilities of each of these committees are described below.

The members of the Audit Committee are Messrs. Currie, Zimmerman and
Zrostlik. Each year, the committee recommends to the Board the appointment of
independent public accountants to examine the books of the Company. It reviews
with representatives of the independent public accountants the auditing
arrangements and scope of the independent public accountants' examination of the
books, results of those audits, their fees and any problems identified by and
recommendations of the independent public accountants regarding internal
controls. The committee is also prepared to meet privately at any time at the
request of the independent public accountants or members of management to review
any special situation arising on any of the above subjects. The committee met
six times in fiscal 1998.

The Human Resources Committee, consisting of Messrs. Kitch, Zimmerman and
Zrostlik, met six times in fiscal 1998. This committee makes recommendations to
the Board of Directors as to the salary of the Chief Executive Officer (CEO) and
sets the salaries and bonus payments, if any, of all other employee-directors
and elected officers. It also has responsibility for administration of the
Officer Incentive Compensation Plan and certain other employee incentive plans.

The members of the Nominating Committee are Messrs. Hanson, Hertzke and
Scott. This committee recommended to the Board the director-nominees proposed in
this Proxy Statement for election by the shareholders. It reviews the
qualifications of, and recommends to the Board, candidates to fill Board
vacancies as they may occur during the year. The Nominating Committee will
consider suggestions from all sources, including shareholders, regarding
possible candidates for director. Such suggestions, together with appropriate
biographical information, should be submitted to the Secretary of the Company.
See "SHAREHOLDER PROPOSALS." The committee met twice in fiscal 1998.

The Board of Directors of the Company held seven meetings during fiscal
1998. Actions taken by any committee of the Board are reported to the Board of
Directors, usually at its next meeting. During fiscal 1998, all of the directors
attended more than 75 percent of the aggregate of Board of Directors' meetings
and meetings of committees of the Board on which they served (while such
directors were members of the Board of Directors). Each director (except
directors who are employees of the Company) currently receives a monthly fee of
$1,600.

Effective April 1, 1997, the Board of Directors adopted the Winnebago
Industries, Inc. Directors' Deferred Compensation Plan (the "DIRECTORS' DEFERRED
COMPENSATION PLAN"). The purpose of the Directors' Deferred Compensation Plan is
to enable non-employee directors (the "PARTICIPANTS") to receive their fees and
retainers as members of the Board of Directors and committees of the Board (the
"DEFERRED COMPENSATION") in a form other than as direct payments. A Participant
may elect to apply 100% of his or her Deferred Compensation to either but not
both of the following forms: "Money Credits" or "Winnebago Stock Units." Money
Credits are units credited in the form of dollars in accordance with the
Participant's election to such Participant's account established by the Company.
The Money Credits accrue interest from the credit date. The interest rate to be
applied to the Participant's Money Credits is the 30 year Treasury bond yield as
of the first business day of the plan year. The Board of Directors may from time
to time prescribe additional methods for the accrual of interest on Money
Credits with respect to Deferred Compensation. "Winnebago Stock Units" are units
credited in the form of Common Stock of the Company in accordance with the
Participant's election to such Participant's account established by the Company.
The Common Stock utilized for purposes of the Directors' Deferred Compensation
Plan will be treasury shares of the Company. Winnebago Stock Units will be
recorded in such Participant's account on the basis of the mean between the high
and the low prices of the Common Stock of the Company on the date upon which the
account is to be credited, as officially reported by the New York Stock
Exchange. Any Participant investing Deferred Compensation in Winnebago Stock
Units will receive a matching contribution from the Company equal to 25% of the
Deferred Compensation so invested.

A Participant's Winnebago Stock Unit account will vest at the rate of
33-1/3% for each complete 12 month period of service as a Director following
April 1, 1997. Notwithstanding the above, the Participant's Winnebago Stock Unit
account will become fully vested upon his or her attainment of age 69-1/2 while
serving as a Director. In the event that a Participant terminates his or her
service as a Director, any unvested Winnebago Stock Units will be forfeited by
the Director and applied to future Company matching contributions.

In the event of any change in the outstanding shares of Common Stock of the
Company by reason of any stock dividend or split, recapitalization, merger,
consolidation, spin-off, reorganization, combination or exchange of shares or
other similar corporate change, then if the Directors' Deferred Compensation
Plan administrator determines, in its sole discretion, that such change
equitably requires an adjustment in the number of Winnebago Stock Units then
held in the Participant's Winnebago Stock Unit account, such adjustments will be
made by the Directors' Deferred Compensation Plan administrator and will be
conclusive and binding for all purposes of said plan.

In the event of a "change in the control of the Company," as defined in the
Directors' Deferred Compensation Plan, the Participant will receive a lump sum
distribution of his or her accounts within 30 days following his or her
termination of service as a Director after such change in control.
Notwithstanding the above, in no event will a Participant's receipt of a
distribution of Winnebago Stock Units from his or her accounts precede the
six-month anniversary of his or her election to convert Deferred Compensation
into Winnebago Stock Units.

The Winnebago Industries, Inc. Stock Option Plan for Outside Directors (the
"OUTSIDE DIRECTORS OPTION PLAN") provided that each director who was not a
current or former full-time employee of the Company or a subsidiary (for
purposes of the Outside Directors Option Plan, an "OUTSIDE DIRECTOR") received
an option to purchase 10,000 shares of Common Stock. Pursuant to the Outside
Directors Option Plan, each Outside Director as of May 7, 1992 (consisting of
Joseph Shuster and two former Directors) automatically received an option to
purchase 10,000 shares of Common Stock at a price of $5.50 per share. In
addition, each person who first became a member of the Board of Directors as an
Outside Director after May 7, 1992 automatically received an option to purchase
10,000 shares of Common Stock as of the date on which such person first became
an Outside Director. Under this provision, Frederick M. Zimmerman received an
option to purchase 10,000 shares of Common Stock on December 16, 1992 at a price
of $9.00 per share, Francis L. Zrostlik received an option to purchase 10,000
shares of Common Stock on December 15, 1993 at a price of $8.875 per share,
Jerry Currie received an option to purchase 10,000 shares of Common Stock on
December 19, 1996 at a price of $7.1875 per share, Gerald Kitch received an
option to purchase 10,000 shares of Common Stock on December 19, 1996 at a price
of $7.1875 per share and Richard C. Scott received an option to purchase 10,000
shares of Common Stock on March 20, 1997 at a price of $7.25 per share. No
option is exercisable during the first year after the date such option is
granted. Thereafter, the options are exercisable for a period of ten years from
the date each such option is granted. Notwithstanding the foregoing, in the
event of a merger, consolidation, dissolution or liquidation of the Company, the
expiration dates of any outstanding options may be accelerated and the dates on
which outstanding options may be exercised may be accelerated, but the
effectiveness of such acceleration and any exercise of options pursuant thereto
with respect to shares in excess of the number of shares that could have been
exercised in the absence of such acceleration, is conditioned upon, among other
requirements, the consummation of the merger, consolidation, dissolution or
liquidation. The purchase price of options granted under the plan is equal to
100 percent of the fair market value per share of the Common Stock at the time
the option is granted. At August 29, 1998, options for 78,500 shares were
outstanding under the Outside Directors Option Plan, options for 11,500 shares
were exercised and options for 10,000 shares were available for grant
thereunder.

The Winnebago Industries, Inc. 1997 Stock Option Plan (the "1997 STOCK
OPTION PLAN") provides that directors who do not hold a position of employment
with the Company or a subsidiary (for purposes of the 1997 Stock Option Plan
"OUTSIDE DIRECTORS") shall receive nonqualified stock options and may not be
granted incentive stock options. Outside Directors are now granted nonqualified
stock options under the 1997 Stock Option Plan and not under the Outside
Directors Option Plan. The exercise price per share of options granted to
Outside Directors shall be the mean between the high and low prices for a

share of the Company's Common Stock on the New York Stock Exchange on the date
of grant. Except for vesting upon the occurrence of certain events which result
in a change in control, unless otherwise set forth in an agreement granting
options under the 1997 Stock Option Plan, no option is exercisable for six
months after the date such option is granted. Thereafter, nonqualified stock
options are exercisable for a period of not to exceed ten years from the date
each such option is granted. Each Outside Director of the Company on the
effective date of the 1997 Stock Option Plan who was not granted an option to
purchase 10,000 shares under the Outside Directors Option Plan was automatically
granted nonqualified options to purchase 10,000 shares. Each Outside Director
who, after the effective date of the 1997 Stock Option Plan is elected or
appointed to the Board of Directors for the first time and who is not granted an
option to purchase 10,000 shares under the Outside Directors Option Plan will,
at the time such Director is so elected or appointed and duly qualified, be
granted automatically a nonqualified stock option to purchase 10,000 shares at a
per share price equal to the fair market value of a share on the date of grant.

On August 14, 1997, pursuant to the terms of the 1997 Stock Option Plan,
each of Gerald E. Boman and John V. Hanson were granted nonqualified stock
options for 10,000 shares at a price of $8.5625 per share (which was the mean
between the high and low prices for a share of the Company's Common Stock on the
New York Stock Exchange on August 14, 1997).

EXECUTIVE COMPENSATION

The following table contains certain information with respect to
compensation for services in all capacities paid by the Company and its
subsidiaries for the past three fiscal years, to or on behalf of (i) the Chief
Executive Officer of the Company at August 29, 1998, (ii) the former Chief
Executive Officer of the Company, and (iii) each of the five other most highly
compensated executive officers of the Company serving at August 29, 1998.

SUMMARY COMPENSATION TABLE

ANNUAL COMPENSATION(1) LONG-TERM COMPENSATION
--------------------------- -------------------------------------------------
RESTRICTED
FISCAL STOCK ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS ($)(2) AWARDS ($)(3) OPTIONS(4) COMPENSATION ($)(5)
- ----------------------------- -------- ------------ -------------- --------------- ------------ --------------------

Bruce D. Hertzke 1998 230,769 161,538 52,000 -- 18,000
Chairman, Chief 1997 210,000 123,600 -- 20,000 18,000
Executive Officer and 1996 168,846 276,900 -- -- 18,000
President(6)

Fred G. Dohrmann 1998 202,375 54,600 -- -- 16,817
Former Chairman and 1997 260,000 641,600 -- 24,000 16,817
Chief Executive 1996 219,618 352,169 -- -- 16,760
Officer(7)

Edwin F. Barker 1998 142,495 99,747 30,000 -- 15,064
Vice President and 1997 140,000 82,400 -- 16,000 15,064
Chief Financial Officer 1996 142,692 138,754 -- -- 15,064

Raymond M. Beebe 1998 142,495 99,747 30,000 -- 18,830
Vice President, General 1997 140,000 82,400 -- 16,000 18,830
Counsel and Secretary 1996 142,692 123,754 -- -- 18,830

Ronald D. Buckmeier 1998 142,495 99,747 30,000 -- 6,019
Vice President, Product
Development(8)

James P. Jaskoviak 1998 142,495 99,747 30,000 -- 12,516
Vice President, Sales 1997 140,000 82,400 -- 16,000 12,516
and Marketing 1996 142,692 123,754 -- -- 11,000

Robert J. Olson 1998 142,495 99,747 30,000 -- 4,712
Vice President, 1997 120,051 66,016 -- 16,000 4,712
Manufacturing(9)

- ------------------
(1) No executive officer received personal benefits in excess of the lesser of
10% of cash compensation or $50,000.

(2) The bonus amounts include bonuses paid pursuant to the Company's Officer
Incentive Compensation Plan as well as bonuses paid in the discretion of the
Board of Directors, all as described under the caption "Report of the Human
Resources Committee on Executive Compensation." The bonus amounts for fiscal
1996 include discretionary bonuses paid in fiscal 1997 based on the
performance of such officers during fiscal 1996.

(3) Awards consist of restricted Common Stock and are valued at the aggregate
market value of the Common Stock as of the respective determination dates
(the last business day of each calendar quarter) equal to 20% of such
officer's quarterly salary during fiscal 1998. The restricted Common Stock
vested immediately. These awards were made in the discretion of the Board of
Directors in lieu of cash bonuses.

(4) The numbers in the table above represent options for the purchase of shares
of the Company's Common Stock granted to the named persons under the
Company's 1987 Nonqualified Stock Option Plan and the Company's 1997 Stock
Option Plan. Half of the options for each named executive officer were
granted under the Company's 1987 Nonqualified Stock Option Plan and the
other half were granted under the Company's 1997 Stock Option Plan.

(5) Amounts of All Other Compensation are premiums paid by the Company pursuant
to the Company's Executive Split-Dollar Life Insurance Plan. The Plan
provides for preretirement death benefits for the named executives and
certain other executive officers and annual or lump sum payment upon
retirement at age 65.

(6) Elected Chairman and Chief Executive Officer effective April 1, 1998 upon
Mr. Dohrmann's retirement.

(7) Mr. Dohrmann served as Chairman and Chief Executive Officer until his
retirement on April 1, 1998.

(8) Elected an executive officer on June 26, 1997.

(9) Elected an executive officer on August 15, 1996.

STOCK OPTIONS

None of the named executive officers were granted any stock options in
fiscal 1998.

AGGREGATED FISCAL YEAR-END OPTION VALUES

The following table provides information related to the number and value of
options held at August 29, 1998 by the named executive officers. Since no
options were exercised by the above-named executives in fiscal 1998, except by
Mr. Dohrmann, no shares were acquired or value realized upon the exercise of
options by such persons in the last fiscal year. During fiscal 1998, Mr.
Dohrmann exercised options for 85,000 shares of Common Stock and realized
$454,019 upon such exercise.

NUMBER OF UNEXERCISED VALUE OF UNEXERCISED,
OPTIONS HELD AT IN-THE-MONEY OPTIONS AT
AUGUST 29, 1998 AUGUST 29, 1998*
------------------------------- ------------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ----------------------------- ------------- --------------- ------------- --------------

Bruce D. Hertzke ............ 53,999 10,001 $271,414 $28,336
Edwin F. Barker ............. 58,998 8,002 312,890 22,673
Raymond M. Beebe ............ 58,998 8,002 312,890 22,673
Ronald D. Buckmeier ......... 10,498 7,002 42,546 19,298
James P. Jaskoviak .......... 7,998 8,002 24,828 22,673
Robert J. Olson ............. 9,498 8,002 32,983 22,673

- ------------------
*Represents the difference between the aggregate exercise price and $11.125 (the
closing price of the Company's Common Stock on August 28, 1998 (August 29, 1998
being a non-business day)).

PENSION PLANS

The Company does not provide pension benefits for its employees, including
executive officers.

REPORT OF THE HUMAN RESOURCES COMMITTEE ON EXECUTIVE COMPENSATION

NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN ANY OF THE COMPANY'S
PREVIOUS OR FUTURE FILINGS UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES
EXCHANGE ACT OF 1934 THAT MIGHT INCORPORATE THIS PROXY STATEMENT IN WHOLE OR IN
PART, THE FOLLOWING REPORT AND THE PERFORMANCE GRAPH WHICH FOLLOWS SHALL NOT BE
DEEMED TO BE INCORPORATED BY REFERENCE INTO ANY SUCH FILINGS.

The Human Resources Committee of the Board is the compensation committee of
the Company. This Committee reviews and approves compensation plans for all
corporate officers, including salaries, profit sharing awards and stock option
grants.

In designing its compensation programs, the Company follows its belief that
compensation should reflect the value created for shareholders while furthering
the Company's strategic goals. In doing so, the compensation programs reflect
the following goals:

o Align the interests of management with those of shareholders;
o Provide fair and competitive compensation;
o Integrate compensation with the Company's business plans;
o Reward both business and individual performance; and
o Attract and retain key executives critical to the success of the
Company.

The Company's executive compensation is primarily based on three
components, each of which is intended to help achieve the overall compensation
philosophy; these are base salary, quarterly incentive awards and long-term
incentives.

Base salary levels for the Company's executive officers are set by the
Committee and approved by the Board of Directors. In determining base salary
levels and annual salary adjustments for executive officers, including the Chief
Executive Officer (CEO), the Committee considers market compensation levels in
its peer group in the recreation vehicle industry as well as individual
performance and contributions.

The base salary of Mr. Dohrmann as the CEO was $260,000 in fiscal 1998 and
$260,000 in fiscal 1997. Mr. Hertzke was elected to the additional offices of
Chairman of the Board and CEO effective April 1, 1998 upon the retirement of Mr.
Dohrmann. The Board of Directors increased Mr. Hertzke's salary to $260,000 per
year effective April 1, 1998. The CEO participates in the quarterly incentive
award program for officers and other key management personnel described below.
The Committee has not found it practicable to, and has not attempted to, assign
relative weights to the specific factors considered in determining the CEO's
compensation.

The Company's officers (including the CEO) and other key management
personnel are eligible for quarterly incentive awards. These awards are based
upon the Company's attainment of a predetermined profit goal for each fiscal
quarter. The profit goals are recommended by management and approved by the
Board of Directors each year at the beginning of the fiscal year. The Committee
believes that this program provides an excellent link between the value created
for shareholders and the incentives paid to the participants. Incentive award
levels are established for each class of participant and are correlated to the
profit goal. The profit goal, for purposes of this plan, is based upon certain
specified operations of the Company less the combined expenses, deductions, and
credits of the Company attributable to such operations. In computing the
incentive compensation profit, no deduction shall be taken or allowance made for
federal or state income taxes, or any expenses associated with retirement plans
or incentive compensation plans. Incentive awards are determined in proportion
to the actual operating profit achieved for each quarter in relation to the
profit goal that was set. If the operating profit achieved is less than 80
percent of the goal set, no bonus is paid and the maximum bonus paid is paid at
120 percent of the profit goal. The maximum bonus payable under this plan during
fiscal 1998 was 70 percent and, during fiscal 1997, it was 70 percent of an
officer's base salary.

Aggregate incentive awards under the plan in fiscal 1998 were 70 percent of
base salary for the officers participating in the program. Mr. Dohrmann as the
CEO received $54,600 in fiscal 1998 and $41,600 in fiscal 1997 pursuant to this
program. Mr. Hertzke received $161,538 in fiscal 1998 pursuant to this program.
In addition, Mr. Dohrmann as the CEO was awarded a discretionary bonus of
$600,000 in fiscal 1997 based on the Committee's evaluation of the substantial
contributions of Mr. Dohrmann in 1997, and Mr. Hertzke was awarded a
discretionary bonus of $52,000 in fiscal 1998 in restricted Common Stock based
on the Committee's positive assessment of his performance and contributions as
CEO.

Long-term incentives, provided through grants of stock options to the named
executives and others, are intended to retain and motivate executives to seek to
improve long-term stock market performance. Stock options are granted at the
prevailing market price and will only have value if the Company's stock price
increases. No option is exercisable during the first year after the date such
option is granted. Thereafter, options are exercisable during the period thereof
at such time or times and in such amount or amounts as determined by the
Committee. No option may be exercised more than ten years from the date of its
grant. Executives must be employed by the Company at the time of vesting in
order to exercise options. There were no stock options awarded during fiscal
1998. During fiscal 1997 the Committee awarded Mr. Hertzke stock options for
10,000 shares of the Company's Common Stock under the 1987 Nonqualified Stock
Option Plan and stock options for 10,000 shares of the Company's Common Stock
under the 1997 Stock Option Plan.

Since all options are granted at the current market price, the value of an
option bears a direct relationship to the Company's stock price and is an
effective incentive for executives to create value for shareholders. The
Committee, therefore, views stock options as an important component of its
long-term performance-based compensation philosophy, but does not believe that
granting options every year is necessary to achieve such goals.

No member of the Human Resources Committee is a current or former officer
or employee of the Company or any of its subsidiaries.

Gerald C. Kitch Fredrick M. Zimmerman Francis L. Zrostlik

Members of the Human Resources Committee
of the Board of Directors

PERFORMANCE GRAPH

The following graph compares the five-year cumulative total shareholder
return (including reinvestment of dividends) of the Company with the cumulative
total return on the Standard & Poor's 500 Index and a peer group(1) of companies
over the period indicated. It is assumed in the graph that $100 was invested in
the Company's Common Stock, in the stock of the companies in the Standard &
Poor's 500 Index and in the stocks of the peer group companies on August 27,
1993 and that all dividends received within a quarter were reinvested in that
quarter. In accordance with the guidelines of the SEC, the shareholder return
for each entity in the peer group index have been weighted on the basis of
market capitalization as of each annual measurement date set forth in the graph.

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN

[GRAPHIC OMITTED]

8/27/93 8/26/94 8/25/95 8/30/96 8/29/97 8/28/98
----------- ----------- --------- --------- ----------- -----------

Winnebago Industries Inc. 100.00 117.14 98.81 99.23 105.16 142.71
Peer Group(1) 100.00 113.43 94.80 137.89 153.69 172.11
S&P 500 Index 100.00 105.81 128.73 153.58 216.52 251.65

(1) The peer group companies are Coachmen Industries, Inc., Fleetwood
Enterprises, Inc., Thor Industries, Inc. and Winnebago Industries, Inc.
The Company selected Coachmen Industries, Inc., Fleetwood Enterprises,
Inc., and Thor Industries, Inc. on the basis of the similarity of their
business to that of the Company.

CHANGE IN CONTROL ARRANGEMENTS

In June 1997, the Board of Directors adopted a plan to provide protection
to the Company's executives in the event of a change in control. If the
employment of any of the named executive officers is terminated following a
change in control, each of such officers will receive severance pay in an amount
equal to three weeks of pay for every full year of continuous service.

CERTAIN TRANSACTIONS WITH MANAGEMENT

The Company maintains normal banking relations on customary terms with
Manufacturer's Bank & Trust Company, Forest City and Crystal Lake, Iowa.
Manufacturer's Bank & Trust Company is a wholly owned subsidiary of MBT Corp.
Mrs. Luise V. Hanson is a director of the Bank and MBT Corp. and owns
approximately 37 percent of record and beneficially and Mr. John V. Hanson owns
approximately 21 percent of record and beneficially of MBT Corp.'s outstanding
stock. Mr. John V. Hanson is also a director of the Bank and MBT Corp. In
addition, Mary Jo Boman, the wife of Gerald E. Boman, owns approximately 21
percent of record and beneficially of MBT Corp.'s outstanding stock and is a
director of the Bank and MBT Corp.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"EXCHANGE ACT") requires the Company's officers and directors and persons who
own more than ten percent of the Company's Common Stock (collectively "REPORTING
PERSONS") to file reports of ownership and changes in ownership with the
Securities and Exchange Commission (the "SEC") and the New York Stock Exchange.
Reporting Persons are required by the SEC regulations to furnish the Company
with copies of all Section 16(a) forms they file. Based solely on its review of
the copies of such forms received or written representations from certain
Reporting Persons that no Forms 5 were required for those persons, the Company
believes that, during fiscal year 1998, all the Reporting Persons complied with
all applicable filing requirements, except that Mr. Jerry N. Currie, a director
of the Company, inadvertently omitted to file a Form 4 reporting the March 1998
exercise of options to purchase 1,500 shares of Common Stock. Mr. Frederick M.
Zimmerman, a director of the Company, inadvertently omitted to file a Form 4 for
fiscal 1994 reporting the purchase of 100 shares of Common Stock.

SHAREHOLDER PROPOSALS

If a shareholder intends to present a proposal at the Company's January
2000 Annual Meeting of Shareholders and desires that the proposal be included in
the Company's proxy statement and form of proxy for that meeting, the proposal
must be in compliance with Rule 14a-8 under the Exchange Act and received at the
Company's principal executive offices not later than October 15, 1999.

The Company's bylaws require that in order to nominate persons to the
Company's Board of Directors, a shareholder must provide advance written notice
to the secretary of the Company, which notice must be delivered to or mailed and
received at the Company's principal executive offices not less than 90 days nor
more than 120 days before the scheduled date of the shareholder meeting at which
directors are to be elected. The Company's bylaws also require that in order to
present a proposal for action by shareholders at an annual meeting of
shareholders, a shareholder must provide advance written notice to the secretary
of the Company, which notice must contain detailed information specified in the
Company's bylaws. This notice must be delivered to or mailed and received at the
Company's principal executive offices not less than 90 days nor more than 120
days before the scheduled date of the annual shareholder meeting at which the
proposal is to be presented. As to any proposal that a shareholder intends to
present to shareholders without inclusion in the Company's proxy statement for
the Company's January 2000 Annual Meeting of Shareholders, the proxies named in
management's proxy for that meeting will be entitled to exercise their
discretionary authority on that proposal by advising shareholders of such
proposal and how they intend to exercise their discretion to vote on such

matter, unless the shareholder making the proposal solicits proxies with respect
to the proposal to the extent required by Rule 14a-4(c)(2) under the Exchange
Act.

GENERAL

Deloitte & Touche LLP has been selected as the Company's accountants for
the current fiscal year upon the recommendation of the Audit Committee. Deloitte
& Touche LLP have been the Company's accountants for 13 years. Representatives
of that firm are expected to be present at the Annual Meeting with the
opportunity to make a statement if they desire to do so and to be available to
respond to appropriate questions.

The cost of this proxy solicitation will be borne by the Company.
Solicitation will be made primarily through the use of the mail, but officers,
directors or regular employees of the Company may solicit proxies personally or
by telephone or telegraph without additional remuneration for such activity. In
addition, the Company will reimburse brokerage houses and other custodians,
nominees or fiduciaries for their reasonable expenses in forwarding proxies and
proxy material to the beneficial owners of such shares.

A copy of the Company's Annual Report for the fiscal year ended August 29,
1998, which includes audited financial statements, has accompanied this proxy
statement. The financial statements contained therein are not deemed material to
the exercise of prudent judgment in regard to any matter to be acted upon at the
Annual Meeting and, therefore, such financial statements are not incorporated in
this Proxy Statement by reference.

As of the date of this Proxy Statement, management knows of no other
matters to be brought before the Annual Meeting. However, if any other matters
should properly come before the meeting, it is the intention of the persons
named in the enclosed proxy to vote thereon in accordance with their best
judgment.

By Order of the Board of Directors

/s/ RAYMOND M. BEEBE
RAYMOND M. BEEBE
Secretary

December 1, 1998

WINNEBAGO INDUSTRIES LOGO
[GRAPHIC OMITTED]

WINNEBAGO INDUSTRIES, INC. o FOREST CITY, IOWA
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY
FOR ANNUAL MEETING ON JANUARY 20, 1999

The undersigned hereby appoints Gerald E. Boman and Bruce D. Hertzke, or
either one of them, the undersigned's attorneys and proxies, with full power of
substitution, to vote all shares of Common Stock of Winnebago Industries, Inc.
which the undersigned is entitled to vote, as fully as the undersigned could do
if personally present, at the Annual Meeting of Shareholders of said corporation
to be held at Friendship Hall, Highway 69 South, Forest City, Iowa, on the 20th
day of January, 1999, at 7:30 p.m., Central Standard Time, and at any and all
adjournments thereof.

PLEASE DATE, SIGN, AND MAIL THIS PROXY CARD IN THE ENCLOSED ENVELOPE.
NO POSTAGE IS REQUIRED.

COMPANY #
CONTROL #

THERE ARE THREE WAYS TO VOTE YOUR PROXY

VOTE BY PHONE VOTE VIA INTERNET
1-800-240-6326 HTTP://WWW.EPROXY.COM/WGO/ VOTE BY MAIL

Use any touch-tone Use the Internet to vote Mark, sign and date your
telephone to vote your your proxy 24 hours a proxy card and return it
proxy 24 hours a day, 7 day, 7 days a week. Have in the postage-paid
days a week. Have your your proxy card in hand envelope we have
proxy card in hand when when you access the web provided.
you call. You will be site. You will be
prompted to enter your prompted to enter your
3-digit company number 3-digit company number
and a 7-digit control and a 7-digit control
number, which are located number, which are located
above, and then follow above, to create an
the simple instructions. electronic ballot.

PLEASE DETACH HERE
- --------------------------------------------------------------------------------

1. ELECTION OF 01 BRUCE D. HERTZKE 02 GERALD E. BOMAN [ ] FOR all nominees [ ] WITHHOLD AUTHORITY
DIRECTORS: 03 JERRY N. CURRIE 04 FRED G. DOHRMANN listed at left (except to vote for all nominees
05 JOHN V. HANSON 06 GERALD C. KITCH as marked to the listed at left
07 RICHARD C. SCOTT 08 FREDERICK M. ZIMMERMAN contrary below):

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| |
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(Instructions: To withhold authority to vote for any individual
nominee, write the number(s) in the box provided above.)

2. IN THEIR DISCRETION ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE
MEETING.

This Proxy, when properly executed, will be voted in the manner directed herein
by the undersigned shareholder. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE
VOTED FOR THE ELECTION OF THE NOMINEES LISTED IN ITEM 1, AND IN THE DISCRETION
OF THE PROXY HOLDERS ON ALL OTHER MATTERS.

Address Change? Mark Box [ ]
Indicate changes below:

Dated --------------------------

--------------------------------
| |
--------------------------------
Signature(s) of Shareholder(s)
in Box

Please sign exactly as name
appears hereon. When shares are
held by joint tenants, both
should sign. When signing as
administrator, attorney,
executor, guardian or trustee,
please give full title as such.
If a cor poration, authorized
officer please sign full cor
porate name and indicate office
held.

Your telephone or Internet vote authorizes the named proxies to vote your shares
in the same manner as if you marked, signed and returned the proxy card. The
deadline for telephone or Internet voting is noon EDT, one business day prior to
the annual meeting.

WINNEBAGO INDUSTRIES LOGO
[GRAPHIC OMITTED]

WINNEBAGO INDUSTRIES, INC. o FOREST CITY, IOWA
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY
FOR ANNUAL MEETING ON JANUARY 20, 1999

PLEASE DATE, SIGN, AND MAIL THIS PROXY CARD IN THE ENCLOSED ENVELOPE.
NO POSTAGE IS REQUIRED.

---------------------------------------------------------------
| |
---------------------------------------------------------------

(Instructions: To withhold authority to vote for any individual
nominee, write the number(s) in the box provided above.)

2. IN THEIR DISCRETION ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE
MEETING.

Address Change? Mark Box [ ]
Indicate changes below:

Dated --------------------------

--------------------------------
| |
--------------------------------
Signature(s) of Shareholder(s)
in Box