UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
under the Securities Exchange Act of 1934
(Amendment No. 4)*
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)
JULY 5, 2001
(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 ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), 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.
- --------------------------------------------------------------------------------
(1) Name of Reporting Person.
S.S. or I.R.S. Identification Nos. of Above Person.
Hanson Capital Partners, L.L.C. I.R.S. Identification No. 52-2286575
Luise V. Hanson SS# ###-##-####
John V. Hanson SS# ###-##-####
Mary Joan Boman SS# ###-##-####
Paul D. Hanson SS# ###-##-####
- --------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group. (See Instructions).
(a) [v]
(b) [ ]
- --------------------------------------------------------------------------------
(3) SEC Use Only.
- --------------------------------------------------------------------------------
(4) Source of Funds
Not applicable.
- --------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
(6) Citizenship or Place of Organization.
Hanson Capital Partners, L.L.C. is a Delaware limited liability
company.
Luise V. Hanson, John V. Hanson, Mary Joan Boman and Paul D. Hanson are
United States citizens.
CUSIP No. 974637100 Page 2
- --------------------------------------------------------------------------------
----------------------------------------------------------------------------
(7) Sole Voting Power.
Hanson Capital
Partners, L.L.C. 7,396,306 shares (35.9%)
Luise V. Hanson 7,396,306 shares (35.9%)
John V. Hanson 16,630 (includes 100 shares owned by wife,
500 shares held as custodian for son and
16,000 shares which John V. Hanson has a
right to acquire)*
Mary Joan Boman 153,882 (includes 95,711 shares owned by
husband, Gerald E. Boman, and 16,000 shares
which Gerald E. Boman has the right to
acquire)*
Paul D. Hanson 160 shares*
*less than 1.0 percent.
NUMBER OF
SHARES ----------------------------------------------------------------------------
BENEFICIALLY (8) Shared Voting Power.
OWNED BY
EACH Not Applicable
REPORTING ----------------------------------------------------------------------------
PERSON (9) Sole Dispositive Power.
Hanson Capital
Partners, L.L.C. 7,396,306 shares (35.9%)
Luise V. Hanson 7,396,306 shares (except that disposition of
all or substantially all of these shares requires
the unanimous approval of all members of
Hanson Capital Partners, L.L.C.) (35.9%)
John V. Hanson 16,630 (includes 100 shares owned by wife,
500 shares held as custodian for son and
16,000 shares which John V. Hanson has a
right to acquire)*
Mary Joan Boman 153,882 (includes 95,711 shares owned by
husband, Gerald E. Boman, and 16,000 shares
which Gerald E. Boman has the right to
acquire)*
Paul D. Hanson 160 shares*
*less than 1.0 percent.
WITH ----------------------------------------------------------------------------
(10) Shared Dispositive Power.
See (9) above.
CUSIP No. 974637100 Page 3
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person.
See (7) and (9) above.
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions). [ ]
(13) Percent of Class Represented by Amount in Row (11).
See (7) and (9) above.
- --------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions).
Hanson Capital Partners, L.L.C., CO.
Luise V. Hanson, IN; John V. Hanson, IN; Mary Joan Boman, IN;
Paul D. Hanson, 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 Hanson Capital Partners, L.L.C., Luise
V. Hanson, John V. Hanson, Mary Joan Boman and Paul D. Hanson. Hanson Capital
Partners, L.L.C. ("HCP") is a Delaware limited liability company which is
currently comprised of two members, the Luise V. Hanson Qualified Terminable
Interest Property Marital Deduction Trust (the "QTIP TRUST") and the Luise V.
Hanson Revocable Trust dated September 22, 1984 (the "REVOCABLE TRUST"). The
business address for HCP is c/o Mr. John V. Hanson, 8880 South Ocean Drive,
#1110, Jensen Beach, Florida 34957. The business address for the QTIP Trust is
c/o Ms. Linda K. Johnson, Manufacturers Bank and Trust Company, 245 East J
Street, P.O. Box 450, Forest City, Iowa 50436. The business address for the
Revocable Trust is c/o Mrs. Luise V. Hanson, 860 SE Central Parkway, Unit 142,
Stuart, Florida 34994. The general purpose of HCP is to provide a business
structure for the members of the family of Luise V. Hanson and trusts to enable
them to pool and invest assets under consolidated ownership and management. Mrs.
Luise V. Hanson is retired and her
CUSIP No. 974637100 Page 4
- --------------------------------------------------------------------------------
residence address is 860 SE Central Parkway, Unit 142, Stuart, Florida 34994.
Mr. John V. Hanson is retired and his residence address is 8880 South Ocean
Drive, #1110, Jensen Beach, Florida 34957. Mrs. Mary Joan Boman is retired and
her residence address is 743 S.W. Thornhill Lane, Palm City, Florida 34990. Mr.
Paul D. Hanson is retired and his residence address is 60 W. Pelican Street,
#106, Naples, Florida 33962.
Luise V. Hanson is the trustee under the Revocable Trust which has a
65.1% membership interest in HCP. John V. Hanson, Mary Joan Boman, Paul D.
Hanson and Bessemer Trust Company, N.A. are co-trustees under the QTIP Trust
which has a 34.9% membership interest in HCP.
None of HCP, Luise V. Hanson, John V. Hanson, Mary Joan Boman, and Paul
D. Hanson has, during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors). Further, none
of HCP, Luise V. Hanson, John V. Hanson, Mary Joan Boman and Paul D. Hanson has,
during the last five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction which resulted in any of the
foregoing 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.
Luise V. Hanson, John V. Hanson, Mary Joan Boman and Paul D. Hanson are
United States citizens.
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 HCP and Luise V. Hanson of an
aggregate of 585,000 shares of Common Stock. Reference is made to Item 4 for a
description of the transactions.
ITEM 4. PURPOSE OF TRANSACTION.
The QTIP Trust withdrew an aggregate of 435,000 shares of Common Stock
from HCP on the following dates and sold them on the same dates at the following
prices:
July 5, 2001 70,000 shares @ $28.889
July 6, 2001 104,000 shares @ $28.055
July 9, 2001 52,000 shares @ $26.974
July 9, 2001 130,000 shares @ $27.00
July 10, 2001 79,000 shares @ $27.00
The Revocable Trust withdrew an aggregate of 150,000 shares of Common
Stock from HCP on the following dates and sold them on the same dates at the
following prices:
July 10, 2001 25,000 shares @ $27.46
July 12, 2001 53,000 shares @ $28.05
July 13, 2001 71,700 shares @ $26.884
CUSIP No. 974637100 Page 5
- --------------------------------------------------------------------------------
The QTIP Trust and the Revocable Trust have been and, as of the date
hereof, are the only members of HCP. As of the date hereof, the aggregate of
7,396,306 shares of Common Stock are HCP's only significant asset.
The undersigned do 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 acquisition
or disposition of membership or economic interests in HCP or the
disposition by HCP of Winnebago Common Stock from time to time when
believed to be in the best interests of HCP's members.
(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;
(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) HCP is the beneficial owner of 7,396,306 shares of Common Stock, which
represent approximately 35.9% of Winnebago's issued and outstanding
Common Stock. The Revocable Trust, of which Luise V. Hanson is the
trustee, is a member of HCP and has a 65.1% membership interest in HCP.
CUSIP No. 974637100 Page 6
- --------------------------------------------------------------------------------
(b) Luise V. Hanson has sole voting power with respect to the 7,396,306
shares of Common Stock of which she is the beneficial owner. Luise V.
Hanson has dispositive power with respect to the 7,396,306 shares of
Common Stock of which she is the beneficial owner, except that
disposition of all or substantially all of those shares requires the
unanimous approval of all members of HCP.
(c) Except for the transactions described in Item 4, none of the Estate,
HCP, Luise V. Hanson, John V. Hanson, Mary Joan Boman or Paul D. Hanson
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.
The Hanson Capital Partners L.L.C. Limited Liability Company Agreement
provides that members of HCP shall manage HCP and any action taken by the
members under such Agreement requires the consent of members representing a
majority of the member percentage interests, except that certain actions, such
as the disposition of all or substantially all of HCP's assets, requires the
unanimous approval of all members of HCP.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
CUSIP No. 974637100 Page 7
- --------------------------------------------------------------------------------
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.
HANSON CAPITAL PARTNERS, L.L.C.
November 1, 2001 /s/ Luise V. Hanson
- ---------------- -------------------
(Date) Luise V. Hanson, as Trustee of the Luise V.
Hanson Revocable Trust dated
September 22, 1984
CUSIP No. 974637100 Page 8
- --------------------------------------------------------------------------------
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.
November 1, 2001 /s/ Luise V. Hanson
- ---------------- -------------------
(Date) Luise V. Hanson
CUSIP No. 974637100 Page 9
- --------------------------------------------------------------------------------
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.
November 1, 2001 /s/ Mary Joan Boman
- ---------------- -------------------
(Date) Mary Joan Boman
CUSIP No. 974637100 Page 10
- --------------------------------------------------------------------------------
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.
November 1, 2001 /s/ John V. Hanson
---------------- ------------------
(Date) John V. Hanson
CUSIP No. 974637100 Page 11
- --------------------------------------------------------------------------------
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.
November 1, 2001 /s/ Paul D. Hanson
- ---------------- ------------------
(Date) Paul D. Hanson