-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WGGa/jXcYNTImEvAzExKpsW17NHh6TZd2bGWcqBgN1JoxIZCc6HHr+5HLnnfjzgX AX6xzefOrXMQdNToKnGqwQ== 0000897101-04-000311.txt : 20040213 0000897101-04-000311.hdr.sgml : 20040213 20040213143006 ACCESSION NUMBER: 0000897101-04-000311 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040212 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040213 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WINNEBAGO INDUSTRIES INC CENTRAL INDEX KEY: 0000107687 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR HOMES [3716] IRS NUMBER: 420802678 STATE OF INCORPORATION: IA FISCAL YEAR END: 0828 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06403 FILM NUMBER: 04597615 BUSINESS ADDRESS: STREET 1: P O BOX 152 CITY: FOREST CITY STATE: IA ZIP: 50436 BUSINESS PHONE: 5155826808 MAIL ADDRESS: STREET 1: P O BOX 152 CITY: FOREST CITY STATE: IA ZIP: 50436 FORMER COMPANY: FORMER CONFORMED NAME: MODERNISTIC INDUSTRIES INC DATE OF NAME CHANGE: 19670528 8-K 1 winnebago040723_8k.htm Winnebago Industries, Inc. Form 8-K (2-12-04)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):   February 12, 2004

Winnebago Industries, Inc.
(Exact Name of Registrant as Specified in Charter)

Iowa 001-06403 42-0802678
(State of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.)

P.O. Box 152
Forest City, Iowa 50436
(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: 641-585-3535




ITEM 5.    OTHER EVENTS

        Hanson Capital Partners, LLC (“HCP”) has advised Winnebago Industries, Inc. (the “Company”) that HCP entered into a written plan on February 12, 2004, pursuant to SEC Rule 10b5-1(c) relating to future sales of the Company’s common stock. As of February 12, 2004, HCP was the beneficial owner of 2,262,006 shares of the Company’s common stock (or approximately 13% of currently outstanding shares). HCP’s trading plan calls for daily sales of the Company’s common stock in amounts dependent upon the prevailing market price. HCP intends to sell up to 1,250,000 shares of the Company’s common stock under the trading plan. The maximum number of shares of the Company’s common stock that may be sold under the trading plan will be adjusted automatically on a proportionate basis to take into account a 2 for 1 split of the Company’s stock effective March 5, 2004. The trading plan terminates on July 31, 2004, unless terminated earlier in accordance with its terms.

        HCP is a Delaware limited liability company whose members are the Luise V. Hanson Qualified Terminable Interest Property Marital Deduction Trust (the “QTIP Trust”), which has a 34.9% membership interest in HCP, the Luise V. Hanson Revocable Trust, dated September 22, 1984 (the “Revocable Trust”), which has a 64.4% membership interest in HCP, the John V. Hanson Family Trust, which has a .2% membership interest in HCP, the Paul D. Hanson Family Trust, which has a .2% membership interest in HCP and the Mary Joan Boman Family Trust, which has a .2% membership interest in HCP. John V. Hanson, a director of the Company, Mary Joan Boman, the wife of Gerald E. Boman, a director of the Company, Paul D. Hanson and Bessemer Trust Company, N.A. act as co-trustees under the QTIP Trust and the Revocable Trust.

ITEM 7.    FINANCIAL STATEMENTS AND EXHIBITS

        The following exhibit, a press release issued on February 12, 2004 to report HCP’s execution of a SEC Rule 10b5-1 trading plan, is included herein:

        Ex. 99.1          Press Release




SIGNATURES

        Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Dated:   February 13, 2004.

By:       /s/   Bruce D. Hertzke                
Name:  Bruce D. Hertzke
Title:    Chief Executive Officer












EXHIBIT INDEX

Exhibit
Number

Description
99.1 Press release of Winnebago Industries, Inc. dated February 12, 2004.











EX-99.1 3 winnebago040723_ex99-1.htm Winnebago Industries, Inc. Exhibit 99.1 to Form 8-K (2-12-04)

Exhibit 99.1

Contact:   Sheila Davis, Public Relations/Investor Relations Manager  
  641-585-6803 
  sdavis@winnebagoind.com  

Hanson Capital Partners, LLC Enters into Second Stock Sales Trading Plan

FOREST CITY, IOWA, February 12, 2004 – Winnebago Industries, Inc. (NYSE: WGO) announced that it was informed that Hanson Capital Partners, LLC (“HCP”), which is owned and controlled by the family of Company founder John K. Hanson and his wife, Luise V. Hanson, entered into a written trading plan today, pursuant to SEC Rule 10b5-1(c) relating to future sales of the Company’s common stock. As of February 12, 2004, HCP was the owner of 2,262,006 shares of the Company’s common stock, or approximately 13% of currently outstanding shares. HCP’s trading plan calls for daily sales of the Company’s common stock in amounts dependent upon the prevailing market price. HCP intends to sell up to 1.25 million shares of the Company’s common stock under the trading plan. The maximum number of shares of the Company’s common stock that may be sold under the trading plan will be adjusted automatically on a proportionate basis to take into account a 2-for-1 split of Winnebago Industries’ common stock effective March 5, 2004. The trading plan terminates on July 31, 2004, unless terminated earlier in accordance with its terms. This is the second Rule 10b5-1 trading plan to be executed by HCP. The previous plan was executed for the sale of 700,000 shares of the Company’s common stock on November 12, 2003 and completed on January 6, 2004.

John V. Hanson, a Managing Director of HCP and a Director of the Company, stated that entering into the Rule 10b5-1 trading plan was a continuation of the strategy of the Hanson family and HCP, which it has been executing since 1997, to diversify its investment portfolio in an orderly manner.

ABOUT WINNEBAGO INDUSTRIES
Winnebago Industries, Inc. is the leading United States manufacturer of motor homes, self-contained recreation vehicles used primarily in leisure travel and outdoor recreation activities. The Company builds quality motor homes under the Winnebago, Itasca, Rialta and Ultimate brand names with state-of-the-art computer-aided design and manufacturing systems on automotive-styled assembly lines. The Company’s common stock is listed on the New York, Chicago and Pacific Stock Exchanges and traded under the symbol WGO. Options for the Company’s common stock are traded on the Chicago Board Options Exchange. For access to Winnebago Industries investor relations material, to add your name to an automatic email list for Company news releases or for information on a dollar-based stock investment service for the Company’s stock, visit, http://www.winnebagoind.com/html/company/investorRelations.html

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