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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
under the Securities Exchange Act of 1934
(Amendment No. 1)*
WINNEBAGO INDUSTRIES, INC.
(Name of Issuer)
COMMON STOCK, $.50 PAR VALUE
(Title of Class of Securities)
974637100
(CUSIP Number)
WILLIAM M. LIBIT, 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)
DECEMBER 29, 1997
(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 [ ].
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
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.
CUSIP No. 974637100 Page 1
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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. (See Instructions).
(a)[ ]
(b)[ ]
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(3) SEC Use Only.
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(4) Source of Funds
Not applicable.
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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.
NUMBER OF Luise V. Hanson 4,963,374 (21.1%)
Estate of John K. Hanson 3,737,932 (15.9%)
SHARES ---------------------------------------------------------
(8) Shared Voting Power.
BENEFICIALLY
Not applicable.
OWNED BY
---------------------------------------------------------
EACH (9) Sole Dispositive Power.
REPORTING Luise V. Hanson 4,963,374 (21.1%)
Estate of John K. Hanson 3,737,932 (15.9%)
PERSON ---------------------------------------------------------
(10) Shared Dispositive Power.
WITH
Not applicable.
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person.
8,701,306
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CUSIP No. 974637100 Page 2
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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).
36.9%
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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 (the "COMMON STOCK"), 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 judgment, 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 amendment is being filed to report a change in the
direct and indirect beneficial ownership by Mrs. Hanson of an aggregate of
1,920,600 shares of Common Stock, as a result of the sale of 1,920,600 shares of
Common Stock by Mrs. Hanson acting as the executor of the estate of John K.
Hanson (the "ESTATE").
ITEM 4. PURPOSE OF TRANSACTION.
Mrs. Hanson, as executor of the Estate, has entered into an agreement
dated December 29, 1997 with Winnebago pursuant to which Winnebago agreed to
purchase and did purchase 1,920,600 shares of Common Stock from the Estate.
Pursuant to the
CUSIP No. 974637100 Page 3
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agreement, the purchase price per share was set at the mean between the high and
the low prices for a share of Common Stock on the New York Stock Exchange on
December 29, 1997, less a three percent discount. 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 continuing
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) After the sale of the Common Stock by the Estate, as described in Item
4, Mrs. Hanson is the beneficial owner of 8,701,306 shares of Winnebago
common stock, which represent approximately 36.9% of Winnebago's issued
and outstanding Common Stock.
(b) Mrs. Hanson has sole voting power and sole dispositive power with
respect to the 8,701,306 shares of Common Stock of which she is the
beneficial owner.
(c) Except for the sale described in Item 4, neither Mrs. Hanson nor the
Estate has had any transactions in Common Stock during the past 60
days.
CUSIP No. 974637100 Page 4
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(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Pursuant to the agreement, Winnebago agreed to purchase 1,920,600
shares of Common Stock from the Estate at a purchase price per share of $8.85125
which was the mean between the high and low prices for a share of Common Stock
on the New York Stock Exchange on December 29, 1997, less a three percent
discount. There are no other contracts, arrangements, understandings or
relationships between Mrs. Hanson and any other person with respect to
securities of Winnebago other than with respect to the distribution of the
shares of Common Stock held by the Estate in the course of administering the
Estate.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1(a). Agreement dated December 29, 1997 between the Estate and
Winnebago.
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.
January 6, 1998
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(Date)
/s/ Luise V. Hanson
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Luise V. Hanson
EXHIBIT 1(a)
December 29, 1997
Mrs. Luise V. Hanson
905 Highway 69 South
Forest City, IA 50436
Dear Luise:
The Board of Directors of Winnebago Industries, Inc. ("WINNEBAGO") has
approved the following offer to you as the Executor of the Estate of your late
husband, John K. Hanson. Winnebago will purchase 1,920,600 shares of Winnebago
common stock (the "STOCK") at a price equal to the mean between the high and low
prices of the stock on the New York Stock Exchange on December 29, 1997 less a
discount of 3% which equates to $8.85125 per share. At closing which shall occur
on or before December 31, 1997, Winnebago will deliver to you payment for the
purchase price of the stock in the amount of $16,999,710 and you will deliver to
us one or more certificates for the stock which will be subject to no
encumbrances other than the customary securities transfer restrictions.
The closing is subject only to the determination by Winnebago that
there has been compliance with the safe harbor provisions of Section 4941 of the
Internal Revenue Code and that counsel for the Estate has opined that the
repurchase of shares will not be deemed to be a taxable dividend.
If you are in agreement with the terms of this letter, please sign both
copies of this letter where indicated and return one signed copy to me.
Very truly yours,
/s/ Fred G. Dohrmann
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Fred G. Dohrmann, on behalf of
Winnebago Industries, Inc.
I have read the foregoing letter and am agreeable to the terms
contained therein.
/s/ Luise V. Hanson
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Luise V. Hanson, Executor of the Estate of
John K. Hanson