View:
Download DOC
Download PDF
Download XLS
SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940 		 
OMB APPROVAL
OMB Number: 3235-0287
Expires: December 31, 2014
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
HERTZKE BRUCE D
(Last) (First) (Middle)
(Street)
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
WINNEBAGO INDUSTRIES INC [ WGO ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chrmn of Board, CEO and Pres
3. Date of Earliest Transaction (Month/Day/Year)
07/21/2003
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, $.50 par value 07/21/2003 M 10,000 A 8.875 69,154 D
Common Stock, $.50 par value 07/21/2003 M 10,000 A 7.75 79,154(1) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options (rights to buy)(2) 8.875 07/21/2003 D 10,000(2) 12/15/1996 12/15/2003 Common Stock 10,000(2) $8.875 0 D
Stock Options (rights to buy)(2) 7.75 07/21/2003 D 10,000(2) 10/17/1999 10/17/2006 Common Stock 10,000(2) $7.75 0 D
Explanation of Responses:
1. As of the transaction date, the reporting person directly beneficially owned 79,154, $.50 par common shares of the Issuer.
2. Granted under the Winnebago Industries, Inc. 1987 Nonqualified Stock Option Plan which is a Rule 16b-3 Plan. All options are currently exercisable.
/s/ Raymond M. Beebe, Secretary, Winnebago Industries, Inc. under Power of Attorney 07/23/2003
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
                                                                      EXHIBIT 24


                            LIMITED POWER OF ATTORNEY

     BE IT KNOWN, that Bruce D. Hertzke has made and appointed, and by these
presents does make and appoint, Raymond M. Beebe, acting individually, in his
capacity as compliance officer for Winnebago Industries, Inc., true and lawful
attorney for him and in his name, place and stead, for the following specific
and limited purposes only:

          To sign any and all documents required by the Securities and Exchange
          Commission to ensure compliance with the rules and regulations thereof
          by me in connection with any transactions I may complete involving the
          stock of Winnelbago Industrios, Inc.

giving and granting said attorney full power and authority to do and perform all
and every act and thing whatsoever necessary to be done in and about the
specific and limited permises set out herein as fully, to all intents purposes,
as might or could be done if personally present, with full power of substitution
and revocation, hereby ratifying and confirming all that said attorney shall
lawfully do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, 1 have hereunto set my hand this 21st day of July,
2003.

                                                  /s/ Bruce D, Hertzke
                                                  ------------------------------



STATE OF IOWA    )
                 ) ss:
COUNTY OF HANCOCK)

     The foregoing instrument was acknowledged by me this 21st day of July,
2003, by Bruce D. Hertzke who is personally known by me and who did not take an
oath.


[STATE OF IOWA NOTARY SEAL]                       /s/ Karen C. Jefson
   COMMISSION NO. 151407                          ------------------------------
   MY COMMISSION EXPIRES                          Notary Public
         5-11-04                                  State of IOWA
                                                  My Commission Expires: 5-11-04