Winnebago Industries, Inc. Form 8-K dated August 12, 2004



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549


FORM 8-K


Current Report
Pursuant To Section 13 Or 15(d) Of The Securities Exchange Act Of 1934

Date of Report (Date of earliest event reported): August 12, 2004

   Winnebago Industries, Inc.   
(Exact Name of Registrant as Specified in Charter)


IOWA
(State of Incorporation)
001-06403
(Commission File Number)
42-0802678
(IRS Employer Identification No.)

P.O. BOX 152
Forest City, Iowa 50436
(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: 641-585-3535








ITEM 5.   OTHER EVENTS

        Hanson Capital Partners, LLC (“HCP”) has advised Winnebago Industries, Inc. (the “Company”) that HCP entered into a written plan on August 12, 2004, pursuant to SEC Rule 10b5-1(c) relating to future sales of the Company’s common stock. As of August 12, 2004, HCP was the beneficial owner of 2,453,012 shares of the Company’s common stock (or approximately 7% of currently outstanding shares). HCP’s trading plan calls for daily sales of the Company’s common stock in amounts dependent upon the prevailing market price. HCP intends to sell up to 450,000 shares of the Company’s common stock under the trading plan. The trading plan terminates on July 31, 2005, unless terminated earlier in accordance with its terms.

        HCP is a Delaware limited liability company whose members are the Luise V. Hanson Qualified Terminable Interest Property Marital Deduction Trust (the ” QTIP Trust “), which has a 34.8% membership interest in HCP, the Luise V. Hanson Revocable Trust, dated September 22, 1984 (the ” Revocable Trust “), which has a 64.6% membership interest in HCP, and John V. Hanson, Mary Joan Boman and Paul D. Hanson who each have, in their individual capacity, a .2% membership interest in HCP. John V. Hanson, a director of the Company, Mary Joan Boman, the wife of Gerald E. Boman, a director of the Company, Paul D. Hanson and Bessemer Trust Company, N.A. act as co-trustees under the QTIP Trust and the Revocable Trust.

ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS

        The following exhibit, a press release issued on August 12, 2004 to report HCP’s execution of a SEC Rule 10b5-1 trading plan, is included herein:

      Ex. 99.1   Press Release














SIGNATURES

        Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated:   August 13, 2004

    By:       /s/   Bruce D. Hertzke                 
   Name:  Bruce D. Hertzke 
   Title:    Chief Executive Officer 













EXHIBIT INDEX

Exhibit
Number

Description
99.1   Press release of Winnebago Industries, Inc. dated August 12, 2004.  















Exhibit 99.1 to Winnebago Industries, Inc. Form 8-K dated August 12, 2004



Contact:   Sheila Davis, Public Relations/Investor Relations Manager  
   641-585-6803 
   sdavis@winnebagoind.com 


HANSON CAPITAL PARTNERS SECOND STOCK SALES
TRADING PLAN EXPIRES/ENTERS INTO THIRD TRADING PLAN

FOREST CITY, IOWA, August 12, 2004 – Winnebago Industries, Inc. (NYSE: WGO) announced today that the second written trading plan that was entered into by Hanson Capital Partners, LLC (“HCP”), which is owned and controlled by the family of Company founder John K. Hanson and his wife, Luise V. Hanson, on February 12, 2004, pursuant to SEC Rule 10b5-1 relating to sales of the Company’s common stock, has expired. HCP’s trading plan called for daily sales of the Company’s common stock in amounts dependent upon the prevailing market price. Under that plan, HCP intended to sell up to 2,428,900 shares of the Company’s common stock (adjusted to reflect the two for one dividend of the Company’s common stock effective March 5, 2004). The trading plan was to terminate on July 31, 2004, unless terminated earlier in accordance with its terms. Upon its expiration on July 31, 2004 approximately 420,000 shares remained unsold under the plan. The Company was informed that HCP executed a new 10b5-1 stock sales trading plan on August 12, 2004 to sell up to a maximum of 450,000 shares with an expiration date of July 31, 2005.

        As of August 12, 2004 HCP was the owner of 2,453,012 shares of the Company’s common stock, or approximately 7 percent of currently outstanding shares.

        John V. Hanson, a Managing Director of HCP and a Director of the Company, stated that entering into the Rule 10b5-1 trading plan was a continuation of the strategy of the Hanson family and HCP, which it has been executing since 1997, to diversify its investment portfolio in an orderly manner.

About Winnebago Industries
        Winnebago Industries, Inc. is the leading United States manufacturer of motor homes, self-contained recreation vehicles used primarily in leisure travel and outdoor recreation activities. The Company builds quality motor homes under the Winnebago, Itasca and Rialta brand names with state-of-the-art computer-aided design and manufacturing systems on automotive-styled assembly lines. The Company’s common stock is listed on the New York, Chicago and Pacific Stock Exchanges and traded under the symbol WGO. Options for the Company’s common stock are traded on the Chicago Board Options Exchange. For access to Winnebago Industries investor relations material, to add your name to an automatic email list for Company news releases or for information on a dollar-based stock investment service for the Company’s stock, visit, http://www.winnebagoind.com/html/company/investorRelations.html

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