UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
under the Securities Exchange Act of 1934
(Amendment No. 5)*
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)
APRIL 5, 2002
(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.
CUSIP No. 974637100
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(1) Names of Reporting Persons
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) [X]
(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. 5,296,306 shares (28.2%)
Luise V. Hanson 5,296,306 shares (28.2%)
John V. Hanson 16,130 (includes 100 shares
owned by wife, and 16,000 shares
which John V. Hanson has a right
to acquire)*
Mary Joan Boman 150,922 (includes 92,751 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 -----------------------------------------------------------------
(8) Shared Voting Power
SHARES
Not Applicable
BENEFICIALLY
-----------------------------------------------------------------
OWNED BY (9) Sole Dispositive Power
Hanson Capital
EACH Partners, L.L.C. 5,296,306 shares (28.2%)
Luise V. Hanson 5,296,306 shares (except that
REPORTING disposition of all or
substantially all of these
PERSON shares requires the unanimous
approval of all members of
WITH Hanson Capital Partners, L.L.C.)
(28.2%)
John V. Hanson 16,130 (includes 100 shares
owned by wife, and 16,000 shares
which John V. Hanson has a right
to acquire)*
Mary Joan Boman 150,922 (includes 92,751 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.
-----------------------------------------------------------------
(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, 7019 SE Harbor Circle,
Stuart, Florida 34996. 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 Mr. John V. Hanson, 7019 SE Harbor Circle, Stuart, Florida 34996. 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 address for business purposes is c/o Ms. Linda K. Johnson, Manufacturers
Bank and Trust Company, 245 East J Street, P.O. Box 450, Forest City, Iowa
50436. Mr. John V. Hanson is retired and his residence address is 7019 SE Harbor
Circle, Stuart, Florida 34996. 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.
CUSIP No. 974637100 Page 4
- --------------------------------------------------------------------------------
Luise V. Hanson is the trustee under the Revocable Trust which has a
64.4% membership interest in HCP. The John V. Hanson Family Trust, of which John
V. Hanson and Mary Joan Boman are co-trustees and John V. Hanson is the
beneficiary, has a .2% membership interest in HCP. The Paul D. Hanson Family
Trust, of which Paul D. Hanson, John V. Hanson and Mary Joan Boman are
co-trustees and Paul D. Hanson is the beneficiary, has a .2% membership interest
in HCP. The Mary Joan Boman Family Trust, of which John V. Hanson and Mary Joan
Boman are co-trustees and Mary Joan Boman is the beneficiary, has a .2%
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 2,100,000 shares of Common Stock as a result of the sale by HCP of
2,100,000 shares of Common Stock. Reference is made to Item 4 for a description
of the transaction.
ITEM 4. PURPOSE OF TRANSACTION
On April 5, 2002 HCP sold 2,100,000 shares of Common Stock to Winnebago
for an aggregate purchase price of $77,700,000 or $37.00 per share.
The QTIP Trust, the Revocable Trust, the John V. Hanson Family Trust,
the Paul D. Hanson Family Trust and the Mary Joan Boman Family Trust are the
only members of HCP. As of the date hereof, the aggregate of 5,296,306 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.
CUSIP No. 974637100 Page 5
- --------------------------------------------------------------------------------
(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 5,296,306 shares of Common Stock, which
represent approximately 28.2% 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 64.4% membership interest in HCP.
(b) Luise V. Hanson has sole voting power with respect to the 5,296,306
shares of Common Stock of which she is the beneficial owner. Luise V.
Hanson has dispositive power with respect to the 5,296,306 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.
CUSIP No. 974637100 Page 6
- --------------------------------------------------------------------------------
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
Exhibit 99.1. General Power of Attorney of Luise V. Hanson designating
John V. Hanson as her Attorney-in-Fact.
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.
April 15, 2002 /s/ John V. Hanson
- ----------------------------- -------------------------------------------
(Date) John V. Hanson, Attorney-in-Fact for
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.
April 15, 2002 /s/ John V. Hanson
- ----------------------------- -------------------------------------------
(Date) John V. Hanson
Attorney-in-Fact for Luis 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.
April 15, 2002 /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.
April 15, 2002 /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.
April 15, 2002 /s/ Paul D. Hanson
- ----------------------------- -------------------------------------------
(Date) Paul D. Hanson
EXHIBIT 99.1
RE-RECORDED
INST NO. 01-1558
HANCOCK COUNTY, IOWA
FILED FOR RECORD
01 JUL -9 AM 9:37
CARMIN THORSON, RECORDER
PREPARER INFORMATION
Bruce I. Campbell, 666 Walnut, Suite 2500, Des Moines, IA 50309 313 288-2500
-----------------------------------------------------------------------------
Individual's Name Street Address City Phone
=============================================================================
[LOGO] SPACE ABOVE THIS LINE
IOWA STATE FOR RECORDER
BAR ASSOCIATION
GENERAL POWER OF ATTORNEY
1. Designation of Attorney-in-Fact.
I, Luise V. Hanson, of 905 Highway 69 South, Forest City, IA 50436 appoint
John V. Hanson of Jensen Beach, Florida my Attorney-in-Fact. In the event my
Attorney-in-Fact is unable to serve for any reason, I name Mary Joan Boman,
of Palm City, Florida, as successor to my Attorney-in-Fact.
I hereby revoke any and all general powers of attorney that may have been
previously executed by me, but specifically excepting any powers of attorney
for health care decisions which I may have previously executed.
2. Powers of Attorney-in-Fact.
My Attorney-in-Fact shall have full power and authority to manage and
conduct all of my affairs, with full power and authority to exercise or
perform any act, power, duty, right or obligation I now have or may hereafter
acquire the legal right, power and capacity to exercise or perform. The power
and authority of my Attorney-in-Fact shall include, but not be limited to,
the power and authority:
A. To buy, acquire, obtain, take or hold possession of any property or
property rights and to retain such property, whether income producing or
non-income producing;
B. To sell, convey, lease, manage, care for, preserve, protect, insure,
improve, control, store, transport, maintain, repair, remodel, rebuild and in
every way deal in and with any of my property or property rights, now or
hereafter owned by me, and to establish and maintain reserves for
improvements, upkeep and obsolescense; to eject or remove tenants or other
persons and to recover possession of such property. This includes the right
to convey or encumber my homestead legally described as follows:
C. To pay my debts; to borrow money, mortgage and grant security interests in
property; to complete, extend, modify or renew any obligations, either
secured, unsecured, negotiable or non-negotiable, at a rate of interest and
upon terms satisfactory to my Attorney-in-Fact; to lend money, either with or
without collateral; to extend or secure credit; and to guarantee and insure
the performance and payment of obligations of another person or entity;
D. To open, maintain or close accounts, brokerage accounts, savings and
checking accounts; to purchase, renew or cash certificates of deposit; to
conduct any business with any banking or lending institution in regard to any
of my accounts or certificates of deposit; to write checks, make deposits,
make withdrawals and obtain bank statements, passbooks, drafts, money orders,
warrants, certificates or vouchers payable to me by any person or entity,
including the United States of America, and expressly including the right to
sell or cash U.S. Treasury Securities and Series E, EE and H and HH Bonds;
E. To have full access to any safety deposit boxes and their contents;
F. To pay all city, county, state or federal taxes and to receive appropriate
receipts therefore; to prepare, execute, file and obtain from the government
income and other tax returns and other governmental reports, applications,
requests and documents; to take any appropriate action to minimize, reduce or
establish non-liability for taxes; to sue or take appropriate action for
refunds of same; to appear for me before the Internal Revenue Service or any
other taxing authority in connection with any matter involving federal, state
or local taxes in which I may be a party, giving my Attorney-in-Fact full
power to do everything necessary to be done and to receive refund checks; to
execute waivers of the statute of limitations and to execute closing
agreements on my behalf;
G. To act as proxy, with full power of substitution, at any corporate meeting
and to initiate corporate meetings for my benefit as stockholder, in respect
to any stocks, stock rights, shares, bonds, debentures or other investments,
rights or interests;
H. To invest, re-invest, sell or exchange any assets owned by me and to pay
the assessments and charges therefore; to obtain and maintain life insurance
upon my life or upon the life of anyone else; to obtain and maintain any
other types of insurance policies; to continue any existing plan of insurance
or investment;
I. To defend, initiate, prosecute, settle, arbitrate, dismiss or dispose of
any lawsuits, administrative hearings, claims, actions, attachments,
injunctions, arrests or other proceedings, or otherwise participate in
litigation which might affect me;
J. To carry on my business or businesses; to begin new businesses; to retain,
utilize or increase the capital of any business; to incorporate or operate as
a general partnership, limited partnership or sole proprietorship any of my
businesses;
K. To employ professional and business assistants of all kinds, including,
but not limited to, attorneys, accountants, real estate agents, appraisers,
salesmen and agents;
L. To apply for benefits and participate in programs offered by any
governmental body, administrative agency, person or entity;
M. To transfer to the trustee of any revocable trust created by me, if such
trust is in existence at the time, any and all property of mine (excepting
property held by me and any other person as joint tenants with full rights of
survivorship), which property shall be held in accordance with the terms and
provisions of the agreement creating such trust;
N. To disclaim any interest in property passing to me from person or entity;
O. To make gifts of any of my property or assets to members of my family; and
to make gifts to such other persons or religious, educational, scientific,
charitable or other nonprofit organizations to whom or to which I have an
established pattern of giving; provided, however, that my Attorney-in-Fact
may not make gifts of my property to himself or herself. I appoint Raymond M.
Beebe of Forest City, Iowa as my Attorney-in-Fact solely for the purpose of
determining if a gift of my property to the Attorney-in-Fact appointed and
acting hereunder is appropriate and to make any such gifts which are
appropriate.
3. Construction.
This Power of Attorney is to be construed and interpreted as a general
power of attorney. The enumeration of specific items, rights, acts or powers
shall not limit or restrict the general and all-inclusive powers that I have
granted to my Attorney-in-Fact. All references to property or property rights
herein shall include all real, personal, tangible, intangible or mixed
property. Words and phrases set forth in this Power of Attorney shall be
construed as in the singular or plural number and as masculine, feminine or
neuter gender according to the context.
Any authority granted to my Attorney-in-Fact, however, shall be limited so
as to prevent this Power of Attorney (a) from causing my Attorney-in-Fact to
be taxed on my income; (b) from causing my estate to be subject to a general
power of appointment (as that term is defined by Section 2041, Internal
Revenue Code of 1986, as amended) by my Attorney-in-Fact; and (c) from
causing my Attorney-in-Fact to have any incidents of ownership (within the
meaning of Section 2042 of the Internal Revenue Code of 1986, as amended)
with regard to any life insurance policies on the life of my
Attorney-in-Fact.
4. Liability of Attorney-in-Fact.
My Attorney-in-Fact shall not be liable for any loss sustained through an
error of judgment made in good faith, but shall be liable for willful
misconduct or breach of good faith in the performance of any of the
provisions of this power of attorney.
5. Compensation of Attorney-in-Fact.
The Attorney-in-Fact understands that this power of attorney is given
without any express or implied promise of compensation to said
Attorney-in-Fact. Any services performed as my Attorney-in-Fact will be done
without compensation, either during my lifetime or upon my death, but the
Attorney-in-Fact shall be entitled to reimbursements for all reasonable
expenses incurred as a result of carrying out any provisions of this power of
attorney.
6. Accounting by Attorney-in-Fact.
Upon my request of any conservator appointed on my behalf or the personal
representative of my estate, my Attorney-in-Fact shall provide a complete
accounting as to all acts performed pursuant to this power of attorney.
7. Effective Date and Durability.
N.B. DELETE INAPPROPRIATE PORTIONS OF THE FOLLOWING PARAGRAPH. IF NO
DELETIONS ARE MADE, THE PROVISIONS SET FORTH IN PARAGRAPHS B AND C SHALL BE
DEEMED TO HAVE BEEN DELETED.
A. This Power of Attorney shall be effective immediately, shall not be
affected by my disability,
and shall continue effective until my death; provided, however, that this
Power of Attorney may be revoked by me as to my Attorney-in-Fact at any time
by written notice to such Attorney-in-Fact.
Dated July 10, 1996, at Forest City, Iowa
/s/ Luise V. Hanson
Luise V. Hanson
STATE OF IOWA, Hancock COUNTY, ss:
On this 10th day of July, 1996 before me, the undersigned, a Notary Public in
and for the State of Iowa, personally appeared Luise V. Hanson, to me known
to be the identical person named in and who executed the foregoing instrument
and acknowledged that such person executed the same as such person's
voluntary act and deed.
/s/ Raymond M. Beebe, [STATE OF IOWA]
Notary Public in and for said State. [NOTARY SEAL]