May 18, 2009
Mr. Daniel Morris, Attorney-Advisor
Division of Corporation Finance
United States Securities and Exchange Commission
Washington, DC 20549
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RE: |
Winnebago Industries, Inc. (the “Company”) |
Form 10-K for Fiscal Year Ended August 30, 2008
Filed: October 29, 2008
File No. 001-06403
Dear Mr. Morris:
On behalf of Winnebago Industries, Inc., I am writing in response to the letter from the United States Securities and Exchange Commission (the “Commission”) dated April 24, 2009, containing comments with respect to the above-referenced filing. For your convenience, we have reproduced each of the Commission staff’s comments from their letter and our responses below.
Exhibit 4c
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1. |
We note you have attached Exhibit 4c. This filing is missing Exhibits G and H. All exhibits must be filed in full and include all attachments, schedules and exhibits. Please amend your Form 10-K to file the entire credit agreement, including these exhibits. |
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2. |
Further, please confirm that you will file all exhibits in full and include all attachments, schedules and exhibits in future filings. |
Responses:
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1. |
Exhibits G and H were inadvertently omitted from Exhibit 4c of our Fiscal 2008 Form 10-K. We will file an amendment to our Fiscal 2008 Form 10-K on May 20, 2009 that will include Exhibit 4c in its entirety. |
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2. |
We confirm that we will file all exhibits in full and include all attachments, schedules and exhibits in future filings. |
In connection with our responses to these comments, we acknowledge the following:
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we are responsible for the adequacy and accuracy of the disclosure in our filings; |
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staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and |
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we may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
Mr. Daniel Morris
May 18, 2009
Page 2
If you have any further comments or questions concerning the responses contained in this letter, please call me at (641) 585-6865. You also may reach me via fax at (641) 585-6806 and e-mail at snielsen@winnebagoind.com.
Kind regards,
Sarah Nielsen
Vice President, Chief Financial Officer
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cc: |
Matthew Spitzer |