SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
Winnebago Industries, Inc.
(Name of Registrant as Specified in Its Charter)
Raymond M. Beebe, Secretary
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[X] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies: Common Stock
(2) Aggregate number of securities to which transactions applies: $23,345,993
(3) Per unit price or other underlying value of transaction computed pursuant
to exchange Act Rule 0-11:1 $.50 Per Value
(4) Proposed maximum aggregate value of transaction: ---
(5) Total fee paid: $125
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, schedule or registration statement no.:
(3) Filing party:
(4) Date filed:
1 Set forth the amount on which the filing fee is calculated and state how it
was determined.
[LOGO]
WINNEBAGO
INDUSTRIES, INC.
FOREST CITY, IOWA 50436
NOTICE OF
1995
ANNUAL MEETING
OF SHAREHOLDERS
AND
PROXY STATEMENT
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD DECEMBER 13, 1995
To the Shareholders of
WINNEBAGO INDUSTRIES, INC.
The Annual Meeting of Shareholders of Winnebago Industries, Inc. will be held
on Wednesday, December 13, 1995, at 7:30 p.m., Central Standard Time, at
Friendship Hall, Highway 69 South, Forest City, Iowa, for the following
purposes:
1. the election of 9 directors; and
2. the transaction of such other business as may properly come before the
meeting or any adjournment or adjournments thereof.
The Board of Directors of the Company has fixed the close of business on
October 16, 1995, as the record date for the determination of shareholders
entitled to notice of and to vote at this meeting and at any and all
adjournments thereof.
By Order of the Board of Directors
/s/ RAYMOND M. BEEBE
RAYMOND M. BEEBE
Secretary
Forest City, Iowa
November 13, 1995
YOUR VOTE IS IMPORTANT
EVEN IF YOU PLAN TO ATTEND THE MEETING IN PERSON, PLEASE DATE, SIGN AND
RETURN YOUR PROXY IN THE ENCLOSED ENVELOPE. A PROMPT RESPONSE IS HELPFUL AND
YOUR COOPERATION IS APPRECIATED.
WINNEBAGO INDUSTRIES, INC.
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation by the
Board of Directors of Winnebago Industries, Inc., an Iowa corporation (the
"Company"), P.O. Box 152, Forest City, Iowa 50436, of proxies to be used at
the Annual Meeting of Shareholders of the Company to be held at Friendship
Hall, Highway 69 South, Forest City, Iowa on December 13, 1995, at 7:30 p.m.,
Central Standard Time, and at any and all adjournments thereof. This Proxy
Statement was first mailed to shareholders on or about November 13, 1995.
Only holders of Common Stock of record at the close of business on October
16, 1995 will be entitled to vote at the Annual Meeting of Shareholders. At
such date, the Company had outstanding 25,345,993 shares of Common Stock, par
value $.50 per share ("Common Stock"). Each share of Common Stock entitles
the holder to one vote upon each matter to be voted upon at the meeting. A
majority of the outstanding shares of Common Stock will constitute a quorum
for the Annual Meeting of Shareholders. Election of each director requires
the affirmative vote of the holders of a majority of the shares of the
Company's Common Stock present or represented by proxy and voted at the
meeting.
A form of proxy is enclosed for use at the meeting. If the proxy is executed
and returned, it may nevertheless be revoked at any time insofar as it has
not been exercised. A person giving the enclosed proxy may revoke it by
giving written notice to the Secretary, or by subsequently granting a
later-dated proxy. Unless revoked, the shares represented by validly executed
proxies will be voted at the meeting in accordance with the instructions
indicated thereon. Withholding authority to vote on a director nominee will
in effect count as a vote against the director nominee. If no instructions
are indicated on the proxy, it will be voted: (i) for the election of the
nominees for director named below; and (ii) in the discretion of the named
proxies upon such other matters as may properly come before the meeting.
Abstentions and broker non-votes (i.e., shares held by a broker for its
customers that are not voted because the broker does not receive instructions
from the customer or because the broker does not have discretionary voting
power with respect to the item under consideration) will be counted as
present for purposes of determining the presence of a quorum. Abstentions and
broker non-votes will have the same effect as a vote against a director
nominee, however, as to any other matter which may properly come before the
meeting, abstentions and broker non-votes will not have any effect.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
At October 16, 1995, John K. Hanson and Luise V. Hanson owned, of record and
beneficially, an aggregate of 10,763,317 shares (42.5 percent) of the
outstanding Common Stock, owning 5,799,943 (22.9 percent) and 4,963,374 (19.6
percent) shares, respectively. By virtue of their stock ownership, the
Hansons may be deemed to be controlling persons of the Company. At the same
date, Mary Jo Boman, daughter of John K. and Luise V. Hanson, owned 253,330
shares (1.0 percent) of Common Stock and her husband, Gerald E. Boman, owned
224,062 shares (0.9 percent) of Common Stock.
The following table contains information with respect to the ownership of
Common Stock by (i) each person known to the Company who is the beneficial
owner of more than five percent of the outstanding Common Stock, (ii) each
director, (iii) each nominee for election as a director, (iv) each executive
officer listed in the Summary Compensation Table and (v) the group named
below.
SHARES OF COMMON STOCK
OWNED BENEFICIALLY AT PERCENT OF
NAME OCTOBER 16, 1995(1) COMMON STOCK
John K. Hanson 5,799,943(2) 22.9
Luise V. Hanson 4,963,374(2) 19.6
Edwin F. Barker 68,666(4) (3)
Raymond M. Beebe 65,726(4) (3)
Gerald E. Boman 477,392(2) 1.9
Jerome V. Clouse 65,666(4) (3)
David G. Croonquist 40,000(4) (3)
Fred G. Dohrmann 75,516(4) (3)
Keith D. Elwick 16,000(4) (3)
Bruce D. Hertzke 45,666(4) (3)
James P. Jaskoviak 1,000(4) (3)
Donald W. Olson 10,000(4) (3)
Joseph M. Shuster 11,000(4) (3)
Frederick M. Zimmerman 10,650(4) (3)
Francis L. Zrostlik 10,000(4) (3)
Directors and officers
as a group (15 persons) 11,667,265(4)(5) 45.4
(1) Includes shares held jointly with or by spouse and shares held as
custodian, beneficial ownership of which is disclaimed.
(2) The narrative above provides further information with regard to such
ownership.
(3) Less than one percent.
(4) Includes 57,666, 57,666, 57,666, 10,000, 74,666, 10,000, 42,666, 1,000,
10,000, 10,000, 10,000, 10,000 and 357,996 shares, respectively, which Mr.
Barker, Mr. Beebe, Mr. Clouse, Mr. Croonquist, Mr. Dohrmann, Mr. Elwick,
Mr. Hertzke, Mr. Jaskoviak, Mr. Olson, Mr. Shuster, Mr. Zimmerman, Mr.
Zrostlik and the directors and officers as a group have the right to
acquire within 60 days of October 16, 1995 through the exercise of stock
options.
(5) Includes shares owned by Luise V. Hanson.
ELECTION OF DIRECTORS
All current directors are standing for reelection. Each nominee is being
elected to serve until the next ensuing annual meeting and until a successor
is elected and qualified. The shares represented by the enclosed proxy will
be voted for the election as directors of the nominees named below if no
direction is made otherwise.
YEAR FIRST
NAME (AGE)(1) PRINCIPAL OCCUPATION BECAME A DIRECTOR
John K. Hanson (82) Chairman of the Board of Directors, Winnebago Industries, 1958
Inc.
Gerald E. Boman (60) Retired; former Senior Vice President, Winnebago 1962
Industries, Inc.
David G. Croonquist (74) Retired; former Director and Member of Executive Committee 1976
of H. B. Fuller Company, manufacturer of specialty chemicals
Fred G. Dohrmann (63) President and Chief Executive Officer, Winnebago 1989
Industries, Inc.
Keith D. Elwick (76) Retired; former executive officer of Chromalloy Farm and 1981
Industrial Equipment Co.
Donald W. Olson (72) Retired; former Chairman of Don Olson Firestone, Inc., 1994
chain of tire and auto repair shops
Joseph M. Shuster (63) Chairman, Teltech, national technology transfer company 1988
Frederick M. Zimmerman (59) Professor of Manufacturing Systems Engineering at The 1992
University of St. Thomas, St. Paul, Minnesota
Francis L. Zrostlik (61) President, Stellar Industries, Inc., manufacturer of 1993(2)
hydraulic truck equipment; former President of Iowa Mold
Tooling
(1) Reference is made to "Voting Securities and Principal Holders Thereof."
(2) Also served as a director from 1979 to 1986.
All of the foregoing have been employed in their principal occupation or
other responsible positions with the same organization for at least the last
five years or are currently retired after having served in responsible
positions with the organization indicated.
John K. Hanson is the father of Paul D. Hanson, Vice President-Strategic
Planning of the Company, and the father-in-law of Gerald E. Boman.
Mr. Zimmerman is also a director of HEI, Inc., a designer and manufacturer of
custom microelectronics and light pens.
Discretionary authority is solicited to vote for the election of a substitute
for any of said nominees who, for any reason currently unknown, cannot be a
candidate for election.
BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD
The Board has established Audit, Human Resources and Nominating Committees to
assist it in the discharge of its responsibilities. The principal
responsibilities of each of these committees are described below.
The members of the Audit Committee are Messrs. Croonquist, Elwick and
Shuster. Each year, the committee recommends to the Board the appointment of
independent public accountants to examine the books of the Company. It
reviews with representatives of the independent public accountants the
auditing arrangements and scope of the independent public accountants'
examination of the books, results of those audits, their fees and any
problems identified by and recommendations of the independent public
accountants regarding internal controls. The committee is also prepared to
meet privately at any time at the request of the independent public
accountants or members of management to review any special situation arising
on any of the above subjects. The committee met four times in fiscal 1995.
The Human Resources Committee, consisting of Messrs. Elwick, Zimmerman and
Olson, met seven times in fiscal 1995. This committee makes recommendations
to the Board of Directors as to the salary of the Chief Executive Officer
(CEO) and sets the salaries and bonus payments, if any, of all other
employee-directors and elected officers. It also has responsibility for
administration of the Officer Incentive Compensation Plan and certain other
employee incentive plans.
The members of the Nominating Committee are Messrs. Hanson, Croonquist and
Dohrmann. This committee recommended to the Board the director-nominees
proposed in this Proxy Statement for election by the shareholders. It reviews
the qualifications of, and recommends to the Board, candidates to fill Board
vacancies as they may occur during the year. The Nominating Committee will
consider suggestions from all sources, including shareholders, regarding
possible candidates for director. Such suggestions, together with appropriate
biographical information, should be submitted to the Secretary of the
Company. The committee met once in fiscal 1995.
The Board of Directors of the Company held seven meetings during fiscal 1995.
Actions taken by any committee of the Board are reported to the Board of
Directors, usually at its next meeting. During fiscal 1995, all of the
directors attended more than 75 percent of the aggregate of Board of
Directors' meetings and meetings of committees of the Board on which they
served. Each director (except a director who is an employee of the Company)
currently receives a monthly fee of $1,400.
The Winnebago Industries, Inc. Stock Option Plan for Outside Directors (the
"Outside Directors Option Plan") provides that each director who is not a
current or former full-time employee of the Company or a subsidiary (an
"Outside Director") will receive an option to purchase 10,000 shares of
Common Stock. Pursuant to the Outside Directors Option Plan, each Outside
Director as of May 7, 1992 (consisting of Messrs. Croonquist, Elwick and
Shuster) automatically received an option to purchase 10,000 shares of Common
Stock at a price of $5.50 per share. In addition, each person who first
becomes a member of the Board of Directors as an Outside Director after May
7, 1992 will automatically receive an option to purchase 10,000 shares of
Common Stock as of the date on which such person first becomes an Outside
Director. Under this provision, Frederick M. Zimmerman received an option to
purchase 10,000 shares of Common Stock on December 16, 1992 at a price of
$9.00 per share, Francis L. Zrostlik received an option to purchase 10,000
shares of Common Stock on December 15, 1993 at a price of $8.875 per share
and Donald W. Olson received an option to purchase 10,000 shares of Common
Stock on December 14, 1994 at a price of $10.00 per share. No option is
exercisable during the first year after the date such option is granted.
Thereafter, the options are exercisable for a period of ten years from the
date each such option is granted. Notwithstanding the foregoing, in the event
of a merger, consolidation, dissolution or liquidation of the Company, the
expiration dates of any outstanding options may be accelerated and the dates
on which outstanding options may be exercised may be accelerated, but the
effectiveness of such acceleration and any exercise of options pursuant
thereto with respect to shares in excess of the number of shares that could
have been exercised in the absence of such acceleration, is conditioned upon,
among other requirements, the consummation of the merger, consolidation,
dissolution or liquidation. The purchase price of options granted under the
plan is equal to 100 percent of the fair market value per share of the Common
Stock at the time the option is granted. At August 26, 1995, options for
60,000 shares were outstanding under the Outside Directors Option Plan and
options for 40,000 shares were available for grant thereunder.
EXECUTIVE COMPENSATION
The following table contains certain information with respect to compensation
for services in all capacities paid by the Company and its subsidiaries for
the past three fiscal years, to or on behalf of (i) the Chief Executive
Officer of the Company at August 26, 1995, and (ii) each of the six other
most highly compensated executive officers of the Company serving at August
26, 1995.
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION(1) LONG-TERM COMPENSATION
ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS ($)(2) OPTIONS(3) COMPENSATION ($)(4)
Fred G. Dohrmann 1995 206,731 53,409 -- 16,702
President and 1994 200,000 130,000 25,000 16,645
Chief Executive Officer 1993 200,000 129,000 -- 15,959
John K. Hanson 1995 256,731 66,534 -- --
Chairman of the Board 1994 250,000 125,000 -- --
1993 250,000 125,000 -- --
Bruce D. Hertzke 1995 139,808 35,034 -- 3,960
Chief Operating Officer 1994 130,000 70,000 10,000 3,960
1993 125,096 66,456 -- 3,960
Edwin F. Barker 1995 136,731 35,034 -- 15,064
Vice President, Controller 1994 130,000 70,000 10,000 15,064
and Chief Financial Officer 1993 128,365 66,456 -- 14,156
Raymond M. Beebe 1995 136,731 35,034 -- 18,830
Vice President, General 1994 130,000 70,000 10,000 18,830
Counsel and Secetary 1993 128,365 66,456 -- 18,101
Jerome V. Clouse 1995 136,731 35,034 -- 16,614
Vice President, Treasurer 1994 130,000 70,000 10,000 16,614
and International Development 1993 128,365 86,456 -- 15,969
James P. Jaskoviak 1995 136,731 35,034 -- 1,484
Vice President, 1994(5) 92,070 35,553 -- --
Sales and Marketing
(1) No executive officer received personal benefits in excess of the lesser of
10% of cash compensation or $50,000.
(2) The bonus amounts include bonuses paid pursuant to the Company's Officer
Incentive Compensation Plan as well as bonuses paid in the discretion of
the Board of Directors, all as described under the caption "Report of the
Human Resources Committee on Executive Compensation."
(3) The numbers in the table above represent options for the purchase of shares
of the Company's Common Stock granted to the named persons under the
Company's 1987 Nonqualified Stock Option Plan.
(4) Amounts of All Other Compensation are premiums paid by the Company pursuant
to the Company's Executive Split Dollar Life Insurance Plan. The Plan
provides for preretirement death benefits for the named executives and
certain other executive officers (except Mr. Hanson who does not
participate in the Plan) and annual or a lump sum payment upon retirement
at age 65.
(5) Elected Vice President, Sales and Marketing on March 23, 1994.
STOCK OPTIONS
None of the named executive officers received any stock options in fiscal
1995.
AGGREGATED FISCAL YEAR-END OPTION VALUES
The following table provides information related to the number and value of
options held at August 26, 1995 by the named executive officers. Since no
options were exercised by the above-named executives in fiscal 1995, no
shares were acquired or value realized upon the exercise of options by such
persons in the last fiscal year.
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED,
OPTIONS HELD AT IN-THE-MONEY OPTIONS AT
AUGUST 26, 1995 AUGUST 26, 1995(1)
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
Fred G. Dohrmann 66,333 16,667 $213,750 $0
John K. Hanson 0 0 0 0
Bruce D. Hertzke 39,333 6,667 124,375 0
Edwin F. Barker 54,333 6,667 152,813 0
Raymond M. Beebe 54,333 6,667 152,813 0
Jerome V. Clouse 54,333 6,667 152,813 0
James P. Jaskoviak 1,000 0 2,688 0
(1) Represents the difference between the aggregate exercise price and $8.375
(the closing price of the Company's Common Stock on August 25, 1995 (August
26, 1995 being a non-business day)).
PENSION PLANS
The Company does not provide retirement benefits for its employees, including
executive officers.
REPORT OF THE HUMAN RESOURCES COMMITTEE ON EXECUTIVE COMPENSATION
Notwithstanding anything to the contrary set forth in any of the Company's
previous or future filings under the Securities Act of 1933 or the Securities
Exchange Act of 1934 that might incorporate this Proxy Statement or future
filings with the Securities and Exchange Commission, in whole or in part, the
following report and the Performance Graph which follows shall not be deemed
to be incorporated by reference into any such filings.
The Human Resources Committee of the Board is the compensation committee of
the Company. This Committee reviews and approves compensation plans for all
corporate officers, including salaries, profit sharing awards, and stock
option grants.
In designing its compensation programs, the Company follows its belief that
compensation should reflect the value created for shareholders while
furthering the Company's strategic goals. In doing so, the compensation
programs reflect the following goals:
* Align the interests of management with those of shareholders;
* Provide fair and competitive compensation;
* Integrate compensation with the Company's business plans;
* Reward both business and individual performance; and
* Attract and retain key executives critical to the success of the
Company.
The Company's executive compensation is primarily based on three components,
each of which is intended to help achieve the overall compensation
philosophy; these are base salary, quarterly incentive awards, and long-term
incentives.
Base salary levels for the Company's executive officers are set by the
Committee and approved by the Board of Directors. In determining base salary
levels and annual salary adjustments for executive officers, including the
Chairman of the Board (Chairman) and the Chief Executive Officer (CEO), the
Committee considers market compensation levels in its peer group in the
recreation vehicle industry as well as individual performance and
contributions. John K. Hanson is the Chairman and during fiscal 1994, Fred G.
Dohrmann was named CEO in recognition of his instrumental role in
implementing quality and cost control programs that are now driving the
profitability of the Company.
The base salaries of the Chairman and the CEO were $256,730 and $206,730,
respectively, in fiscal 1995 and $250,000 and $200,000, respectively, in
fiscal 1994. The CEO participates in the quarterly incentive award program
for officers and other key management personnel described below. The Chairman
does not participate in the quarterly incentive award program. The Committee
has not found it practicable to, and has not attempted to, assign relative
weights to the specific factors considered in determining the Chairman's and
the CEO's compensation.
The Company's officers (including the CEO, but excluding the Chairman) and
other key management personnel are eligible for quarterly incentive awards.
These awards are based upon the Company's attainment of a predetermined
profit goal for each fiscal quarter. The profit goals are recommended by
management and approved by the Board of Directors each year at the beginning
of the fiscal year. The Committee believes that this program provides an
excellent link between the value created for shareholders and the incentives
paid to the participants. Incentive award levels are established for each
class of participant and are correlated to the profit goal. The profit goal,
for purposes of this plan, is based upon certain specified operations of the
Company less the combined expenses, deductions, and credits of the Company
attributable to such operations. In computing the incentive compensation
profit, no deduction shall be taken or allowance made for federal or state
income taxes, or any expenses associated with retirement plans or incentive
compensation plans. Incentive awards are determined in proportion to the
actual operating profit achieved for each quarter in relation to the profit
goal that was set. If the operating profit achieved is less than 80 percent
of the goal set, no bonus is paid and the maximum bonus paid is paid at 120
percent of the profit goal. The maximum bonus payable under this plan during
fiscal 1995 was 52-1/2 percent and during fiscal 1994, it was 70 percent of
an officer's base salary.
Aggregate incentive awards under the plan in fiscal 1995 were 25.1 percent of
base salary for the officers participating in the program. The CEO received
$53,409 and $100,000 in fiscal 1995 and 1994, respectively, pursuant to this
program. In addition, for fiscal 1994, the CEO was awarded a discretionary
bonus of $30,000 based on the Committee's positive assessment of his
performance and contributions as CEO. The Chairman does not participate in
such program, but received discretionary bonuses of $66,534 and $125,000 in
fiscal 1995 and fiscal 1994, respectively.
Long-term incentives, provided through grants of stock options to the named
executives and others, are intended to retain and motivate executives to seek
to improve long-term stock market performance. Stock options are granted at
the prevailing market price and will only have value if the Company's stock
price increases. No option is exercisable during the first year after the
date such option is granted. Thereafter, options are exercisable during the
period thereof at such time or times and in such amount or amounts as
determined by the Committee. No option may be exercised more than ten years
from the date of its grant. Executives must be employed by the Company at the
time of vesting in order to exercise options. There were no stock options
awarded during fiscal 1995. During fiscal 1994, the Committee awarded the CEO
stock options for 25,000 shares of the Company's Common Stock. The Chairman
does not participate in the stock option program.
Since all options are granted at the current market price, the value of an
option bears a direct relationship to the Company's stock price and is an
effective incentive for executives to create value for shareholders. The
Committee, therefore, views stock options as an important component of its
long-term performance-based compensation philosophy, but does not believe
that granting options every year is necessary to achieve such goals.
No member of Human Resources Committee is a current or former officer or
employee of the Company or any of its subsidiaries.
Keith D. Elwick Fredrick M. Zimmerman Donald W. Olson
Members of the Human Resources Committee
of the Board of Directors
PERFORMANCE GRAPH
The following graph compares the five-year cumulative total shareholder
return (including reinvestment of dividends) of the company with the
cumulative total return on the Standard & Poor's 500 Index and a peer group1
of companies over the period indicated. It is assumed in the graph that $100
was invested in the Company's Common Stock, in the stock of the companies in
the Standard & Poor's 500 Index and in the stocks of the peer group companies
on August 24, 1990 and that all dividends received within a quarter were
reinvested in that quarter. In accordance with the guidelines of the SEC, the
shareholder return for each entity in the peer group index have been weighted
on the basis of market capitalization as of each annual measurement date set
forth in the graph.
[Line Graph]
8/24/90 8/30/91 8/28/92 8/27/93 8/26/94 8/25/95
Winnebago Industries Index $100.00 $123.10 $161.50 $269.20 $315.40 $266.00
Market Index 100.00 165.10 172.30 266.40 302.10 252.50
Peer Index(1) 100.00 131.80 142.20 162.30 171.70 208.80
(1) The peer group companies are Coachmen Industries, Inc., Fleetwood
Enterprises, Thor Industries, Inc. and Winnebago Industries, Inc. The
Company selected Coachmen Industries, Inc., Fleetwood Enterprises and Thor
Industries, Inc. on the basis of the similarity of their business to that
of the Company.
CERTAIN TRANSACTIONS WITH MANAGEMENT
The Company maintains normal banking relations on customary terms with
Manufacturers Bank & Trust Company, Forest City and Crystal Lake, Iowa. Mr.
Hanson is an officer and director of the bank and owns approximately 99
percent of its outstanding stock. Luise V. Hanson is also a director of the
bank.
The Company currently owns 80 percent and John K. and Luise V. Hanson (in the
aggregate) currently own 20 percent of the outstanding common stock of
Cycle-Sat, Inc. ("Cycle-Sat"), an Iowa corporation, engaged in the
distribution of television and radio commercials using satellite,
fiber-optic, and digital technologies.
At August 26, 1995, the Company was leasing certain facilities, capital
equipment and other items which were acquired by the Company at an
approximate aggregate cost of $1,014,000 to Cycle-Sat under leases with
various expiration dates. Aggregate rentals received by the Company on such
leases in fiscal 1995 were $111,682. The Company has also guaranteed
Cycle-Sat's obligations under certain leases which expire on various dates
between 1996 and 2000 and under which remaining lease payments aggregate
approximately $2,726,000. The Company has also guaranteed Cycle-Sat's
obligations under a working capital line of credit agreement. At August 26,
1995 $4,000,000 was outstanding under such agreement.
SHAREHOLDER PROPOSALS
Proposals of shareholders to be included in the Company's Proxy Statement for
the December 1996 Annual Meeting of Shareholders must be received by the
Company at its executive offices no later than July 17, 1996.
GENERAL
Deloitte & Touche LLP has been selected as the Company's accountants for the
current fiscal year upon the recommendation of the Audit Committee. Deloitte
& Touche LLP have been the Company's accountants for ten years.
Representatives of that firm are expected to be present at the Annual Meeting
with the opportunity to make a statement if they desire to do so and to be
available to respond to appropriate questions.
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors and persons who own more than ten percent of the
Company's common stock (collectively "Reporting Persons") to file reports of
ownership and changes in ownership with the Securities and Exchange
Commission (the "SEC") and the New York Stock Exchange. Reporting Persons are
required by the SEC regulations to furnish the Company with copies of all
Section 16(a) forms they file. Based solely on its review of the copies of
such forms received or written representations from certain Reporting Persons
that no Forms 5 were required for those persons, the Company believes that,
during fiscal year 1995, all the Reporting Persons complied with all
applicable filing requirements with the exception of the inadvertent late
filing by Mr. Paul D. Hanson, Vice President-Strategic Planning, of one Form
4 reporting the single sale of Common Stock and the inadvertent late filing
by Mr. Frederick M. Zimmerman, a director of the Company, of one Form 4
reporting the single purchase of Common Stock.
The cost of this proxy solicitation will be borne by the Company.
Solicitation will be made primarily through the use of the mail, but
officers, directors or regular employees of the Company may solicit proxies
personally or by telephone or telegraph without additional remuneration for
such activity. In addition, the Company will reimburse brokerage houses and
other custodians, nominees or fiduciaries for their reasonable expenses in
forwarding proxies and proxy material to the beneficial owners of such
shares.
A copy of the Company's Annual Report for the fiscal year ended August 26,
1995, which includes audited financial statements, has previously been mailed
to you. The financial statements contained therein are not deemed material to
the exercise of prudent judgment in regard to any matter to be acted upon at
the Annual Meeting and, therefore, such financial statements are not
incorporated in this Proxy Statement by reference.
As of the date of the Proxy Statement, management knows of no other matters
to be brought before the Annual Meeting. However, if any other matters should
properly come before the meeting, it is the intention of the persons named in
the enclosed proxy to vote thereon in accordance with their best judgment.
By Order of the Board of Directors
/s/ RAYMOND M. BEEBE
RAYMOND M. BEEBE
Secretary
November 13, 1995
- --------------------------------------------------------------------------------
WINNEBAGO INDUSTRIES, INC. * FOREST CITY, IOWA
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY
FOR ANNUAL MEETING ON DECEMBER 13, 1995
The undersigned hereby appoints John K. Hanson and Gerald E. Boman, or either
one of them, the undersigned's attorneys and proxies, with full power of
substitution, to vote all shares of Common Stock of Winnebago Industries,
Inc. which the undersigned is entitled to vote, as fully as the undersigned
could do if personally present, at the Annual Meeting of Shareholders of said
corporation to be held at Friendship Hall, Highway 69 South, Forest City,
Iowa, on the 13th day of December, 1995, at 7:30 p.m., Central Standard Time,
and at any and all adjournments thereof:
1. ELECTION OF DIRECTORS
JOHN K. HANSON, GERALD E. BOMAN, DAVID G. CROONQUIST, FRED G. DOHRMANN,
KEITH D. ELWICK, DONALD W. OLSON, JOSEPH M. SHUSTER,
FREDERICK M. ZIMMERMAN, AND FRANCIS L. ZROSTLIK.
(Mark One)
[ ] FOR all nominees listed above
[ ] WITHHOLD AUTHORITY to vote for all nominees listed above
[ ] FOR all nominees listed above except
2. IN THEIR DISCRETION ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE
MEETING.
(continued, and to be signed and dated, on the other side)
(continued from the other side)
This Proxy, when properly executed, will be voted in the manner directed
herein by the undersigned shareholder. IF NO DIRECTION IS GIVEN, THIS PROXY
WILL BE VOTED FOR THE ELECTION OF THE NOMINEES LISTED IN ITEM 1, AND IN THE
DISCRETION OF THE PROXY HOLDERS ON ALL OTHER MATTERS.
Please sign exactly as name appears below. When shares are held by joint
tenants, both should sign. When signing as administrator, attorney, executor,
guardian or trustee, please give full title as such. If a corporation,
authorized officer please sign full corporate name and indicate office held.
Dated ______________________, 1995
__________________________________
Signature
__________________________________
Signature if held jointly or
office or title held
PLEASE DATE, SIGN, AND MAIL THIS PROXY CARD IN THE ENCLOSED ENVELOPE. NO
POSTAGE IS REQUIRED.
