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As filed with the Securities and Exchange Commission on July 18, 1997
Registration No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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WINNEBAGO INDUSTRIES, INC.
(Exact name of Registrant as specified in its charter)
IOWA 42-0802678
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
P.O. BOX 152
FOREST CITY, IOWA 50436
(Address of principal executive offices) (Zip Code)
WINNEBAGO INDUSTRIES, INC. DIRECTORS' DEFERRED COMPENSATION PLAN
(Full title of the plan)
RAYMOND M. BEEBE, VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
WINNEBAGO INDUSTRIES, INC.
P.O. BOX 152
FOREST CITY, IOWA
(515) 582-6808
(Name, address and telephone number,
including area code, of agent for service)
COPIES OF COMMUNICATIONS TO:
WILLIAM M. LIBIT
CHAPMAN AND CUTLER
111 WEST MONROE STREET
CHICAGO, ILLINOIS 60603
(312) 845-3000
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share(1) price fee
- ---------- ---------- ------------ ----- ------------
Common Stock,
$.50 par value 128,000 Shares $6.9375 $880,000 $275
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(1) Pursuant to Rule 457(c) and (h), the proposed maximum offering price
per share and maximum aggregate offering price and amount of
registration fee are calculated based upon a price per share of
$6.9375, the average of the high and low price for the shares of
Winnebago Industries, Inc. Common Stock as reported by The New York
Stock Exchange, Inc. on July 14, 1997
PART II -- INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents which have been filed with the Securities and
Exchange Commission (the "Commission") by Winnebago Industries, Inc.
("Winnebago" or the "Registrant") pursuant to the Securities Exchange Act of
1934 ("1934 ACT") are incorporated herein by reference:
(a) Annual Report on Form 10-K for the fiscal year ended
August 31, 1996 of Winnebago; and
(b) Quarterly Reports on Form 10-Q for the quarters ended
November 30, 1996, March 1, 1997 and May 31, 1997 of Winnebago; and
(c) Current Report on Form 8-K filed with the Commission on
December 4, 1996; and
(d) The description of Winnebago's Common Stock which is
contained in the Forms 8-A pursuant to Section 12(b) of the 1934 Act
filed with the Commission on June 18, 1969 and June 16, 1971 (1934 Act
File No. 1-6403).
All documents subsequently filed by Winnebago pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all such securities then remaining unsold, shall
be deemed to be incorporated by reference into this Registration Statement and
to be a part hereof from the date of filing such documents.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Sections 490.851 and 490.856 of the Iowa Business Corporation Act give
Iowa corporations the power to indemnify present and former directors and
officers under certain circumstances. The Amended and Restated Articles of
Incorporation of Winnebago provide for indemnification by Winnebago of certain
persons (including officers and directors) in connection with any action, suit
or proceeding brought or threatened against such person by reason of his
position with Winnebago or service at the request of Winnebago. The Amended and
Restated Articles of Incorporation further provide that indemnification shall
not be exclusive of any rights to which those indemnified may be entitled under
any bylaw, agreement, vote of stockholders or disinterested directors or
otherwise.
In addition, Winnebago maintains a directors' and officers' liability
insurance policy to insure its liability under the above-described provision of
its Amended and Restated Articles of Incorporation and to insure its individual
directors and officers against certain obligations not covered by such
provisions.
ITEM 8. EXHIBITS
See List of Exhibits on page II-6 hereof.
ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement;
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement
(or in the most recent post-effective amendment thereof) which
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement;
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the Registration Statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for the purpose
of determining any liability under the Securities Act of 1933, each such
post-effective amendment and each filing of the Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Forest City, State of Iowa, on May 30, 1997.
WINNEBAGO INDUSTRIES, INC.
By: /s/ Fred G. Dohrmann
Fred G. Dohrmann
Chairman of the Board
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints Fred G. Dohrmann and Edwin F. Barker and each of them, his true and
lawful attorneys-in-fact and agents, with full power and substitution and
resubstitution for him in his name, place and stead, in any and all capacities
to sign any and all pre-effective and/or post-effective amendments to this
Registration Statement and to file the same, with all exhibits thereto, and
other documents in connection therewith with the Securities and Exchange
Commission under the Securities Act of 1933.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on May 30, 1997.
SIGNATURE TITLE
/s/ Fred G. Dohrmann Chairman of the Board, Chief Executive Officer
Fred G. Dohrmann and Director (Principal executive officer)
/s/ Edwin F. Barker Vice President and Chief Financial Officer
Edwin F. Barker (Principal financial officer)
/s/ Brian Hrubes Controller (Principal accounting officer)
Brian Hrubes
/s/ Gerald E. Boman Director
Gerald E. Boman
/s/ Jerry N. Currie Director
Jerry N. Currie
/s/ Bruce D. Hertzke Director
Bruce D. Hertzke
/s/ John V. Hanson Director
John V. Hanson
/s/ Gerald C. Kitch Director
Gerald C. Kitch
/s/ Richard C. Scott Director
Richard C. Scott
/s/ Joseph M. Shuster Director
Joseph M. Shuster
/s/ Frederick M. Zimmerman Director
Frederick M. Zimmerman
/s/ Francis L. Zrostlik Director
Francis L. Zrostlik
EXHIBIT PAGE NUMBER IN
NUMBER DESCRIPTION SEQUENTIAL
NUMBERING SYSTEM
4.1 Winnebago Industries, Inc. Directors' Deferred Compensation
Plan........................................................
5.1 Opinion of Chapman and Cutler...............................
23.1 Consent of Chapman and Cutler (included in Exhibit 5.1
hereto).....................................................
23.2 Consent of Deloitte & Touche LLP............................
24.1 Power of Attorney (included on Page II-4 of this
Registration Statement).....................................
WINNEBAGO INDUSTRIES, INC.
DIRECTORS' DEFERRED COMPENSATION PLAN
1. PLAN
The Winnebago Industries, Inc. Directors' Deferred Compensation Plan (the
"Plan")
2. EFFECTIVE DATE AND PLAN YEAR
The Plan is effective August 1, 1997. The Plan Year shall be from January 1
through December 31 each year.
3. PURPOSE OF THE PLAN
The Plan's purpose is to enable the directors of Winnebago Industries, Inc. (the
"Company"), who are non-employees, to elect to receive their fees and retainers
as members of the Board of Directors and committees of the Board in a form other
than as direct payments.
4. PARTICIPANTS
Any member of the Board of Directors of the Company who is not an employee may
elect to become a participant ("Participant" or "Director") under the Plan by
filing an election in the form prescribed by the Board of Directors.
5. COMPENSATION ELIGIBLE FOR DEFERRAL
Any Participant may elect, in accordance with Section 6 of this Plan, to defer
annually the receipt of a portion of the director's fees or retainers otherwise
payable to him or her by the Company in any calendar year for services to the
Company ("Deferral Compensation"), which portion shall be designated by him or
her. Compensation paid to a Director for business or professional services
rendered to the Company shall not be treated as Deferral Compensation.
6. ELECTION FORM
Each Director shall be entitled to file with the Plan Administrator before
November 1, 1997 and thereafter prior to December 31 of each Plan Year (or prior
to the commencement of the term of a new Director) a form prescribed by the
Board of Directors so as to make an election under the Plan. Pursuant to such
election, a Director may elect with respect to a Plan Year to defer a designated
percentage of Deferral Compensation of either fifty percent (50%) or one hundred
percent (100%). The Director's election shall also include: (i) the manner in
which the Deferral Compensation is to be applied, (ii) the timing of receipt of
payment of any Deferral Compensation which is prescribed in Section 9; and (iii)
the form of distribution of any Deferral Compensation which is prescribed in
Section 10.
A Director's election regarding the amount of Deferral Compensation, and the
time and method of payment of Deferral Compensation, shall be irrevocable with
respect to Deferral Compensation deferred in any one year and Company matching
contributions thereon, if any.
A Director may elect to apply 100% of his or her Deferral Compensation to
either but not both of the following forms:
a. "Money Credits" which are described in Section 8(a); or
b. "Winnebago Stock Units" which are described in Section 8(b).
7. MATCHING CONTRIBUTION ON WINNEBAGO STOCK UNITS
Any Director electing to defer fees under the Plan and to invest Deferral
Compensation in " Winnebago Stock Units", as described in Section 8, shall
receive a matching contribution from the Company equal to twenty-five percent
(25%) of the Deferral Compensation so invested. The Company's match provided
pursuant to this Plan shall be credited to the Director's Deferral Accounts and
invested in "Winnebago Stock Units" pursuant to the provisions of Section 8(b).
8. DIRECTOR'S DEFERRAL ACCOUNTS
Accounts ("Director's Deferral Accounts") will be established by the Company for
each Director electing to defer fees or retainers and invest his or her Deferral
Compensation in either "Money Credits" or "Winnebago Stock Units." His or her
Director's Deferral Accounts shall be credited as of the last day of each
calendar month with the amount of Deferral Compensation earned, and any Company
matches made with respect to Winnebago Stock Units, during that month. Deferral
Compensation shall be converted into "Money Credits" or "Winnebago Stock Units"
in accordance with the following procedures:
a. MONEY CREDITS
"Money Credits" are units credited in accordance with the Participant's
election to the Director's Deferral Accounts in the form of dollars.
The Money Credits shall accrue interest from the credit date. The rate
of interest which shall be applied to the Participant's Money Credits
is the 30 year Treasury bond yields as of the first business day of the
Plan Year. The Board of Directors may from time to time prescribe
additional methods for the accrual of interest on Money Credits with
respect to Deferral Compensation deferred in Plan Year's subsequent to
the Director's new election.
b. WINNEBAGO STOCK UNITS
"Winnebago Stock Units" are units credited in accordance with the
Participant's election to the Director's Winnebago Stock Unit Account
in the form of common stock of the Company. The common stock utilized
for purposes of the Plan shall be treasury shares of the Company.
Winnebago Stock Units shall be recorded in the Director's Winnebago
Stock Unit Account on the basis of the mean between the high and the
low prices of the common stock of the Company on the date upon which
the Account is to be credited, as officially quoted by the New York
Stock Exchange
A Participant's Winnebago Stock Unit Account shall vest at the rate of
thirty-three and one-third percent (33-1/3%) for each complete 12 month period
of service as a Director following the Effective Date of the Plan.
Notwithstanding the above, the Participant's Winnebago Stock Unit Account shall
become fully vested upon his or her attainment of age 69-1/2 while serving as
Director. In the event that a Participant terminates his or her service as a
Director, any unvested Winnebago Stock Units shall be forfeited by the Director
and applied to future Company matching contributions.
In the event of any change in the outstanding shares of common stock of the
Company by reason of any stock dividend or split, recapitalization, merger,
consolidation, spin-off, reorganization, combination or exchange of shares or
other similar corporate change, then if the Plan Administrator shall determine,
in its sole discretion, that such change equitably requires an adjustment in the
number of Winnebago Stock Units then held in the Director's Winnebago Stock Unit
Account, such adjustments shall be made by the Plan Administrator and shall be
conclusive and binding for all purposes of the Plan.
9. TIMING OF DISTRIBUTION OF DIRECTOR'S DEFERRAL ACCOUNTS
A Participant shall receive distribution, or commence to receive distribution of
his or her Director's Deferral Accounts, in accordance with the Participant's
election which shall be upon the earliest of:
a. a designated date;
b. his or her attainment of a specified age;
c. the occurrence of a stipulated event, such as termination of service as
a Director, death, disability, his or her cessation of business
activity, or any other event specified by the Participant and approved
by the Plan Administrator;
d. the first anniversary of the Participant's date of death; or
e. the fifth anniversary of the Participant's termination of service as a
Director.
In the event of a "change in the control of the Company", as defined in Section
14, the Participant shall receive a lump sum distribution of his or her
Director's Deferral Accounts within 30 days following his or her termination of
service as a Director after such change in control. Notwithstanding the above,
in no event shall a Participant's receipt of a distribution of Winnebago Stock
Units from his or her Director's Deferral Accounts precede the six-month
anniversary of his or her election to convert Deferral Compensation into
Winnebago Stock Units.
10. FORM OF DISTRIBUTION OF MONEY UNITS IN DIRECTOR'S DEFERRAL ACCOUNTS
A Participant shall be entitled to receive distribution of his or her Money
Units in his or her Director's Deferral Accounts in either of the following
forms as designated by the Participant in the deferral election filed pursuant
to Section 6:
a. a lump sum; or
b. approximately equal annual installments over a five-year period.
11. FORM OF DISTRIBUTION OF WINNEBAGO STOCK UNITS IN DIRECTOR'S DEFERRAL ACCOUNT
A Participant's Winnebago Stock Units shall be distributed fully and in kind on
the distribution date elected by the Participant in his or her deferral election
filed with the Plan Administrator pursuant to Section 6. All shares of Company
stock distributed pursuant to this Plan but which are not registered with the
Securities and Exchange Commission shall bear an appropriate restrictive legend
as shall be determined by the Company's securities counsel:
12. BENEFICIARY
If a Participant shall cease to be a Director by reason of his or her death, or
if he or she shall die after he or she shall be entitled to distributions
hereunder but prior to receipt of all distributions hereunder, all Money Units
or Winnebago Stock Units than distributable hereunder shall be distributed (i)
to such beneficiary as such Participant shall designate by an instrument in
writing filed with the Company, or (ii) in the absence of such designation, to
his or her personal representative, or (iii) if no personal representative is
appointed within six months of his or her death to his or her spouse, or (iv) if
his or her spouse is not then living, to his or her then living descendants, per
stirpes, in the same manner and at the same intervals as they would have been
made to such Participant had he or she continued to live; provided however, in
no event shall shares of Company stock be distributed prior to the date elected
by the Director.
13. PARTICIPANTS' RIGHTS UNSECURED
The right of any Participant to receive a distribution hereunder of Money
Credits or Winnebago common stock shall be an unsecured claim against the
general assets of the Company. The Deferral Compensation and any interest
thereon may not be assigned, transferred, encumbered, or otherwise disposed of
until the same shall be paid to such Director. The Company shall be obligated to
credit treasury shares in anticipation of its obligation to make such
distributions under the Plan, but no Participant shall have any rights in or
against any shares of common stock so credited or in any cash or Money Units
held in his or her Director's Deferral Accounts. All such common stock and Money
Units shall constitute general assets of the Company and may be disposed of by
the Company at such time and for such purposes as it may deem appropriate.
14. DEPOSIT OF FUNDS INTO GRANTOR TRUST
The Company shall deposit with the trustee of a grantor trust established by the
Company an amount of funds which is sufficient to carry out the terms of the
Plan and which is to be distributed in accordance with the terms and conditions
of the Plan. The funds deposited into such trust shall remain subject to the
claims of the general creditors of the Company as if such funds were general
assets of the Company.
Upon the occurrence of a "change in control of the Company," the Director's
Deferral Account shall be distributed to him or her in a lump sum within thirty
days following the termination of his or her services as a Director.
For purposes of this Plan, "change in control of the Company" means the time
when (i) any person, either individually or together with such persons'
affiliates or associates, shall have become the beneficial owner, directly or
indirectly, of at least 30% of the outstanding stock of the Company and there
shall have been a public announcement of such occurrence by the Company or such
person, or (ii) individuals who shall qualify as Continuing Directors shall have
ceased for any reason to constitute at least a majority of the Board of
Directors of the Company; provided, however, that in the case of either clause
(i) or (ii) a Change of Control shall not be deemed to have occurred if the
event shall have been approved prior to the occurrence thereof by a majority of
the Continuing Directors who shall then be members of such Board of Directors;
and that in the case of clause (i), a Change of Control shall not be deemed to
have occurred upon the transfer of stock of the Company by gift or bequest from
one Hanson Family Member to another Hanson Family Member or to an Affiliate of a
Hanson Family Member. For the purpose of this definition:
(a) "Continuing Director" means any member of the Board of Directors of the
Company, while such person is a member of the Board, who is not an
affiliate or associate of any Acquiring Person or of any such Acquiring
Person's affiliate or associate and was a member of the Board prior to
the time when such Acquiring Person shall have become an Acquiring
Person, and any successor of a Continuing Director, while such
successor is a member of the Board, who is not an Acquiring Person or
any affiliate or associate of an Acquiring Person or a representative
or nominee of an Acquiring Person or of any affiliate or associate of
such Acquiring Person and is recommended or elected to succeed the
Continuing Director by a majority of the Continuing Directors.
(b) "Acquiring Person" means any person or group of affiliates or
associates who acquires the beneficial ownership, directly or
indirectly, of 20% or more of the outstanding stock of the Company if
such acquisition occurs following the date of this Agreement.
(c) "Affiliate" means a person that directly or indirectly through one or
more intermediaries, controls, or is controlled by, or is under common
control with, the person specified.
(d) "Associate" means (1) any corporation or organization (other than the
Company or a majority owned subsidiary of the Company) of which such
person is an officer or partner or is, directly or indirectly the
beneficial owner of ten percent (10%) or more of any class of equity
securities, (2) any trust or fund in which such person has a
substantial beneficial interest or as to which such person serves as
trustee or in a similar fiduciary capacity, (3) any relative or spouse
of such person, or any relative of such spouse, or (4) any investment
company for which such person or any affiliate of such person serves as
investment advisor. No pension, profit-sharing, stock bonus, Employee
Stock ownership plan or other retirement plan intended to be qualified
under Section 401(a) of the Internal Revenue Code established by the
Company or any subsidiary shall be deemed an Acquiring Person or an
Affiliate or Associate of an Acquiring Person. In addition, stock held
by such a plan shall not be treated as outstanding in determining
ownership percentages in clause (i) of Section 14 or paragraph (b) of
Section 14 above.
(c) "Hanson Family Member" means John K. Hanson and Luise V. Hanson, the
executors and administrators of the estates of John K. Hanson and Luise
V. Hanson, the lineal descendants of John K. Hanson and Luise V.
Hanson, the spouses of such lineal descendants, and the John K. and
Luise V. Hanson Foundation.
15. PLAN ADMINISTRATOR
The Plan Administrator shall be the Human Resources Committee of the Board of
Directors of the Company. The Plan Administrator shall interpret the Plan
(including ambiguous provisions thereof), determine benefits which are payable
to Participants, and make all final decisions with respect to the rights of
Participants hereunder. The Plan Administrator shall at least annually provide
each participating Director with a statement of his or her account.
16. AMENDMENTS TO THE PLAN
The Board of Directors of the Company may amend the Plan at any time, without
the consent of the Participants or their beneficiaries, provided, however, that
no amendment shall divest any Participant or beneficiary of rights to which he
or she would have been entitled if the Plan had been terminated on the effective
date of such amendment.
17. TERMINATION OF PLAN
The Board of Directors of the Company may terminate the Plan at any time. Upon
termination of the Plan, distributions in respect of credits and units in a
Participant's Director's Deferral Accounts as of the date of termination shall
be made in the manner and at the time heretofore prescribed or, alternatively,
the Board of Directors may provide the Participant or beneficiaries with
benefits under a substitute plan which shall not be less than the vested
benefits which would have been distributed in a full and complete distribution
of all credits and units in a Participant's Director's Deferral Account as of
the date of Plan termination.
18. EXPENSES
All costs of administration of the Plan will be paid by the Company.
EXHIBIT 5.1
July 18, 1997
Winnebago Industries, Inc.
P.O. Box 152
Forest City, Iowa 50436
Re: Winnebago Industries, Inc.
Form S-8 Registration Statement
Gentlemen:
We have acted as special counsel for Winnebago Industries, Inc.
("Winnebago"), in connection with the registration statement on Form S-8 (the
"Registration Statement") of Winnebago which is being filed with the Securities
and Exchange Commission on July 18, 1997 covering up to 35,000 shares of
Winnebago's Common Stock, $.50 par value (the "Common Stock"), issuable to
eligible directors of Winnebago who are participants in the Winnebago Directors'
Deferred Compensation Plan (the "Deferred Compensation Plan").
As such counsel, we have examined the Articles of Incorporation and
By-laws of Winnebago, the Deferred Compensation Plan, the Registration Statement
and such other corporate documents and records and have made such other
inquiries as we have deemed necessary or advisable in order to enable us to
render the opinions hereinafter set forth.
The Deferred Compensation Plan provides that shares of Common Stock
issuable to eligible directors of Winnebago who are participants in the Deferred
Compensation Plan shall be issued shares of Common Stock reacquired by
Winnebago.
Based on the foregoing, we are of the opinion that:
1. The shares of Common Stock issuable to eligible directors
of Winnebago who are participants in the Deferred Compensation Plan
have been duly authorized and are legally issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Respectfully submitted,
Chapman and Cutler
EXHIBIT 23.2
CONSENT OF DELOITTE & TOUCHE LLP
The Board of Directors
Winnebago Industries, Inc.
We consent to the incorporation by reference in this Registration Statement of
Winnebago Industries, Inc. on Form S-8 of our reports dated October 17, 1996,
appearing in and incorporated by reference in the Annual Report on Form 10-K of
Winnebago Industries, Inc. for the year ended August 31, 1996.
DELOITTE & TOUCHE LLP
Minneapolis, Minnesota
July 18, 1997