SEC Filing - Winnebago Industries

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---------------------------- UNITED STATES | OMB APPROVAL | SECURITIES AND EXCHANGE COMMISSION | OMB Number: 3235-0101 | Washington, D.C. 20549 | Expires: November 30, 2003 | | Estimated average burden | | hours per response.....2.0 | ---------------------------- FORM 144 Amendment No.1 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933 ATTENTION: Transmit for filing 3 copies of this form concurrently with either placing an order with a broker to execute sale or executing a sale directly with a market maker ________________________________________________________________________________ 1(a) NAME OF ISSUER (Please type or print) WINNEBAGO INDUSTRIES, INC. ________________________________________________________________________________ 1(b) IRS IDENT. NO. |(c) SEC FILE NO. | | Winnebago Industries, Inc. P.O. Box 152 ________________________________________________________________________________ 1(d) ADDRESS OF ISSUER STREET Forest City, IA 50436 ________________________________________________________________________________ 1(d) CITY STATE ZIP CODE ________________________________________________________________________________ 1(e) TELEPHONE ________________________________________________________________________________ AREA CODE |NUMBER 641 | 585-3535 ________________________________________________________________________________ 2(a) NAME OF PERSON FOR WHOSE ACCOUNT THE SECURITIES ARE TO BE SOLD William J. O'Leary ________________________________________________________________________________ 2(b) IRS IDENT. NO. (c) RELATIONSHIP TO ISSUER ###-##-#### OFFICER - VP Production Development ________________________________________________________________________________ 2(d) ADDRESS STREET 765 11th Street Place Garner, IA 50438 ________________________________________________________________________________ 2(d) CITY STATE ZIP CODE ________________________________________________________________________________ INSTRUCTION: The person filing this notice should contact the issuer to obtain the I.R.S. Identification Number and the SEC File Number. SEC USE 3(a) (b) ONLY (c) (d) (e) (f) (g) Title of the Name and Address of Broker- Number of Aggregate Number of Shares Approximate Name of Each Class of Each Broker Through Dealer Shares or Market or Other Units Date of Sale Securities Securities Whome the Securities File Other Units Value Outstanding (See instr. 3(f)) Exchange to be Sold are to be Offered Number to be Sold (See instr. (See instr. 3(e)) (MO. DAY YR.) (See instr. 3(g)) or Each Market (See instr. 3(d)) Maker who is 3(c)) Aquiring the Securities - ------------------------------------------------------------------------------------------------------------------------------------ New York Common Chicago Stock, Edward Jones Company Pacific $.50 par 200 State Street Boston value Garner, IA 50438 10,264 $532,804.24 18,232,390 10/20/03 Philadelphia - ------------------------------------------------------------------------------------------------------------------------------------ INSTRUCTIONS: 1.(a) Name of issuer (b) Issuer's I.R.S. Identification Number (c) Issuer'S S.E.C. file number, if any (d) Issuer's address, including zip code (e) Issuer's telephone number, including area code 2.(a) Name of person for whose account the securities are to be sold (b) Such person's I.R.S. identification number, if such person is an entity (c) Such person's relationship to the issuer (e.g., officer, director, 10% stockholder, or member of immediate family of any of the foregoing) (d) Such person's address, including zip code 3.(a) Title of the class of securities to be sold (b) Name and address of each broker through whom the securities are intended to be sold (c) Number of shares or other units to be sold (if debt securities, give the aggregate face amount) (d) Aggregate market value of the securities to be sold as of a specified date within 10 days prior to the filing of this notice (e) Number of shares or other units of the class outstanding, or if debit securities the face amount thereof outstanding, as shown by the most recent report or statement published by the issuer (f) Approximate date on which the securities are to be sold (g) Name of each securities exchange, if any, on which the securities are intended to be sold

TABLE I - SECURITIES TO BE SOLD Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor: Name of Person from Whom Acquired Title of Date You Nature of (If gift, also give date Amount of Date of the Class Acquired Acquisition Transaction donor acquired) Securities Acquired Payment Nature of Payment - ------------------------------------------------------------------------------------------------------------------------------------ Common 10/15/99 Exercise of Stock Option Winnebago Industries, Inc. 100 10/15/99 Cash Stock, 12/2000 Employee Stock Bonus Plan Winnebago Industries, Inc. 698 N/A N/A $.50 12/21/01 Exercise of Stock Option Winnebago Industries, Inc. 5,000 12/21/01 Cash par value 12/21/01 Exercise of Stock Option Winnebago Industries, Inc. 4,466 12/21/01 Cash - ------------------------------------------------------------------------------------------------------------------------------------ INSTRUCTIONS: 1. If the securities were purchased and full payment therefore was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid. 2. If within two years after the acquisition of the securities the person for whose account they are to be sold had any short positions, put or other option to dispose of securities referred to in paragraph (d)(3) of Rule 144, furnish full information with respect thereto. ================================================================================ TABLE II - SECURITIES SOLD DURING THE PAST 3 MONTHS Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold. Amount of Gross Name and Address of Seller Title of Securities Sold Date of Sale Securities Proceeds - ------------------------------------------------------------------------------------------------------- NONE - ------------------------------------------------------------------------------------------------------- REMARKS: THIS FORM 144 IS BEING FILED AS AN AMENDMENT TO THE FORM 144 FILED ON OCTOBER 20, 2003 TO REVISE INFORMATION PROVIDED IN THE FIRST LINE ENTRY OF TABLE I, EXERCISE OF STOCK OPTION. INSTRUCTIONS: See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice. ATTENTION: The person for whose account the securities to which this notice relates are to sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which have not been publicly disclosed. /s/ Raymond M. Beebe Secretary 10/20/03 Winnebago Industries, Inc. ___________________________________ ________________________________________ (DATE OF NOTICE) (SIGNATURE) The notice shall be signed by the person for whose account the securities are to be sold. At least one copy of the notice shall be manually signed. Any copies not manually signed shall bear typed or printed signatures. ------------------------------------------------------------------------------ | ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSION OF FACTS CONSTITUTE FEDERAL | | CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001). | ------------------------------------------------------------------------------