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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
under the Securities Exchange Act of 1934
WINNEBAGO INDUSTRIES, INC.
(Name of Issuer)
COMMON STOCK, $.50 PAR VALUE
(Title of Class of Securities)
974637100
(CUSIP Number)
KENNETH J. VAUGHAN, ESQ.
CHAPMAN AND CUTLER
111 WEST MONROE STREET
CHICAGO, ILLINOIS 60603
312-845-3793
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
JULY 3, 1996
(Date of Event which Requires
Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box |_|.
Check the following box if a fee is being paid with the statement |_|. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act.
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1 NAME OF REPORTING PERSON.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON.
Luise V. Hanson SS# ###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
(a) |_|
(b) |_|
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3 SEC USE ONLY.
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4 SOURCE OF FUNDS.
00 (The newly acquired shares were acquired by the reporting person
by operation of law in her capacity as the executor of the
Estate of John K. Hanson)
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION.
United States
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7 SOLE VOTING POWER.
Luise V. Hanson 4,963,374(19.6%)
Estate of John K. Hanson 5,799,943(22.9%)
NUMBER OF
SHARES --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER.
OWNED BY
EACH Not Applicable.
REPORTING
PERSON --------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER.
Luise V. Hanson 4,963,374(19.6%)
Estate of John K. Hanson 5,799,943(22.9%)
--------------------------------------------------
10 SHARED DISPOSITIVE POWER.
Not Applicable.
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.
10,763,317
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES.
(See Instructions.)
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11).
42.5%
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14 TYPE OF REPORTING PERSON. (See Instructions.)
IN
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ITEM 1. SECURITY AND ISSUER.
The class of securities to which this statement relates is Common
Stock, $.50 par value, of Winnebago Industries, Inc. ("WINNEBAGO"), an Iowa
corporation. The address of Winnebago's principal executive offices is P.O. Box
152, Forest City, Iowa 50436.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is being filed by Luise V. Hanson. Mrs. Hanson is
retired, and her residence address is 905 Highway 69 South, Forest City, Iowa
50436.
Mrs. Hanson has not, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
Further, Mrs. Hanson has not, during the last five years, been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
which resulted in Mrs. Hanson being subject to a judgement, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities law or finding any violation with
respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Not applicable. This schedule is being filed to report a change in the
direct and indirect beneficial ownership by Mrs. Hanson of an aggregate of
5,799,943 shares of Winnebago common stock, as a result of Mrs. Hanson acting as
the executor of the estate of John K. Hanson (the "ESTATE").
ITEM 4. PURPOSE OF TRANSACTION.
The undersigned does not presently have any plans or proposals which
relate to or would result in:
(a) The acquisition by any person of additional securities of
Winnebago, or the disposition of securities of Winnebago,
other than the disposition of shares of Common Stock held by
the Estate in the course of administering the Estate;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving Winnebago or any of
its subsidiaries;
(c) A sale or transfer of a material amount of assets of Winnebago
or any of its subsidiaries;
(d) Any change in the present board of directors or management of
Winnebago, including any plans or proposals to change the
number or term of directors or to fill any existing vacancies
on the board;
(e) Any material change in the present capitalization or dividend
policy of Winnebago;
(f) Any other material change in Winnebago's business or corporate
structure;
(g) Changes in Winnebago's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of Winnebago by any person;
(h) Causing a class of securities of Winnebago to be delisted from
a national securities exchange or to cease to be authorized to
be quoted in an inter-dealer quotation system of a registered
national securities association;
(i) A class of equity securities of Winnebago becoming eligible
for termination of registration pursuant to Section 12(g)(4)
of the Act; or
(j) Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Mrs. Hanson is the beneficial owner of 10,763,317 shares of
Winnebago common stock, which represent approximately 42.5% of
Winnebago's issued and outstanding common stock.
(b) Mrs. Hanson has sole voting power and sole dispositive power
with respect to the 10,763,317 shares of Winnebago common
stock of which she is the beneficial owner.
(c) None of Mrs. Hanson, John K. Hanson or the Estate has had any
transactions in Winnebago common stock during the past 60
days.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
None (other than with respect to the distribution of the shares held by
the Estate in the course of administering the Estate).
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
July 17, 1996
(Date)
/s/ Luise V. Hanson
Luise V. Hanson