UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
under the Securities Exchange Act of 1934
(Amendment No. 22)*
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 LLP
111 WEST MONROE STREET
CHICAGO, ILLINOIS 60603
(312) 845-2981
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
FEBRUARY 12, 2004
(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 ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), 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
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(1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Person
Hanson Capital Partners, L.L.C. I.R.S. Identification No. 52-2286575
John V. Hanson SS# 479-42-5460
Mary Joan Boman SS# 478-40-8029
Paul D. Hanson SS# 485-54-1079
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(2) Check the Appropriate Box if a Member of a Group
(See Instructions) (a) [x]
(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
Hanson Capital Partners, L.L.C. is a Delaware limited liability
company.
John V. Hanson, Mary Joan Boman and Paul D. Hanson are United States
citizens.
CUSIP No. 974637100 Page 2
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(7) Sole Voting Power
Hanson Capital
Partners, L.L.C. 2,262,006 shares (13.3%)
John V. Hanson 20,130 (includes 100 shares
owned by wife and 20,000
shares which John V. Hanson
has a right to acquire)*
Mary Joan Boman 72,748 (includes 26,535
shares owned by husband,
Gerald E. Boman, and 20,000
shares which Gerald E.
Boman has the right to
acquire)*
Paul D. Hanson 160 shares*
*less than 1.0 percent.
NUMBER OF
SHARES -------------------------------------------------------------
BENEFICIALLY (8) Shared Voting Power
OWNED BY
Not Applicable
EACH -------------------------------------------------------------
REPORTING (9) Sole Dispositive Power
PERSON Hanson Capital
Partners, L.L.C. 2,262,006 shares (13.3%)
John V. Hanson 20,130 (includes 100 shares
owned by wife and 20,000
shares which John V. Hanson
has a right to acquire)*
Mary Joan Boman 72,748 (includes 26,535
shares owned by husband,
Gerald E. Boman, and 20,000
shares which Gerald E.
Boman has the right to
acquire)*
Paul D. Hanson 160 shares*
*less than 1.0 percent.
WITH -------------------------------------------------------------
(10) Shared Dispositive Power
See (9) above.
CUSIP No. 974637100 Page 3
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
See (7) and (9) above.
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
(13) Percent of Class Represented by Amount in Row (11)
See (7) and (9) above.
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(14) Type of Reporting Person (See Instructions)
Hanson Capital Partners, L.L.C., CO.
John V. Hanson, IN; Mary Joan Boman, IN; Paul D. Hanson, IN
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 Hanson Capital Partners, L.L.C., John
V. Hanson, Mary Joan Boman and Paul D. Hanson. Hanson Capital Partners, L.L.C.
("HCP") is a Delaware limited liability company which is currently comprised of
the Luise V. Hanson Qualified Terminable Interest Property Marital Deduction
Trust (the "QTIP TRUST"), the Luise V. Hanson Revocable Trust dated September
22, 1984 (the "REVOCABLE TRUST"), the John V. Hanson Family Trust, the Paul D.
Hanson Family Trust and the Mary Joan Boman Family Trust. The business address
for HCP is c/o Mr. John V. Hanson, 7019 SE Harbor Circle, Stuart, Florida 34996.
The business address for the QTIP Trust is c/o Ms. Linda K. Johnson,
Manufacturers Bank and Trust Company, 245 East J Street, P.O. Box 450, Forest
City, Iowa 50436. The business address for the Revocable Trust is c/o Mr. John
V. Hanson, 7019 SE Harbor Circle, Stuart, Florida 34996. The general purpose of
HCP is to provide a business structure for the members of the family of Luise V.
Hanson and trusts to enable them to pool and invest assets under consolidated
ownership and management. Mr. John V. Hanson is retired and his residence
address is 7019 SE Harbor Circle, Stuart, Florida 34996. Mrs. Mary Joan Boman is
retired and her residence address is 743 S.W. Thornhill Lane, Palm City, Florida
34990. Mr. Paul D. Hanson is retired and his residence address is 60 W. Pelican
Street, #106, Naples, Florida 34113.
CUSIP No. 974637100 Page 4
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John V. Hanson, Mary Joan Boman, Paul D. Hanson and Bessemer Trust
Company are co-trustees under the Revocable Trust which has a 64.4% membership
interest in HCP. The John V. Hanson Family Trust of which John V. Hanson and
Mary Joan Boman are co-trustees and John V. Hanson is the beneficiary, has a .2%
membership interest in HCP. The Paul D. Hanson Family Trust, of which Paul D.
Hanson, John V. Hanson and Mary Joan Boman are co-trustees and Paul D. Hanson is
the beneficiary, has a .2% membership interest in HCP. The Mary Joan Boman
Family Trust of which John V. Hanson and Mary Joan Boman are co-trustees and
Mary Joan Boman is the beneficiary, has a .2% membership interest in HCP. John
V. Hanson, Mary Joan Boman, Paul D. Hanson and Bessemer Trust Company, N.A. are
co-trustees under the QTIP Trust which has a 34.9% membership interest in HCP.
None of HCP, John V. Hanson, Mary Joan Boman, and Paul D. Hanson has,
during the last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors). Further, none of HCP, John V.
Hanson, Mary Joan Boman and Paul D. Hanson has, during the last five years, been
a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction which resulted in any of the foregoing 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.
John V. Hanson, Mary Joan Boman and Paul D. Hanson are United States
citizens.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
NOT APPLICABLE. This amendment is being filed to report that on
February 12, 2004, HCP entered into a Rule 10b5-1 Trading Plan (the "TRADING
PLAN") with Bessemer Trust Company of Florida. Reference is made to Item 4 for a
description of the transaction.
ITEM 4. PURPOSE OF TRANSACTION
HCP intends to sell up to 1,250,000 shares of Common Stock at a minimum
price of $60.00 per share pursuant to the Trading Plan. The maximum number of
shares of Common Stock that may be sold under the Trading Plan and the minimum
price at which each share of Common Stock may be sold shall be adjusted
automatically on a proportionate basis to take into account a 2 for 1 split of
Winnebago's Common Stock effective March 5, 2004. The Trading Plan terminates on
July 31, 2004, unless terminated earlier in accordance with its terms. HCP is
entering into the Trading Plan as a continuing part of its plan to diversify its
investment portfolio.
The QTIP Trust, the Revocable Trust, the John V. Hanson Family Trust,
the Paul D. Hanson Family Trust and the Mary Joan Boman Family Trust are the
only members of HCP.
CUSIP No. 974637100 Page 5
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The undersigned do 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 acquisition
or disposition of membership or economic interests in HCP or the
disposition by HCP of Winnebago Common Stock in accordance with the
Rule 10b5-1 Trading Plan and after termination of such Plan from time
to time when believed to be in the best interests of HCP's members;
(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) HCP is the beneficial owner of 2,262,006 shares of Common Stock, which
represent approximately 13.3% of Winnebago's issued and outstanding
Common Stock. The Revocable Trust, of which John V. Hanson, Mary Joan
Boman and Paul D. Hanson (each an "INDIVIDUAL TRUSTEE" and
collectively, the "INDIVIDUAL TRUSTEES") and Bessemer Trust Company
(the "CORPORATE TRUSTEE") are co-trustees, is a member of HCP and has a
64.4% membership interest in HCP.
(b) By virtue of the Revocable Trust's 64.4% membership interest in HCP, a
majority of the Individual Trustees together with the Corporate Trustee
have sole voting power with
CUSIP No. 974637100 Page 6
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respect to 2,262,006 shares of Common Stock of which HCP is the
beneficial owner. A majority of the Individual Trustees together with
the Corporate Trustee have sole dispositive power with respect to the
2,262,006 shares of Common Stock of which HCP is the beneficial owner,
except that disposition of all or substantially all of those shares
requires the unanimous approval of all members of HCP.
(c) Except for (i) the sale of 24,000 shares of Common Stock by HCP on
January 26, 2004, as reported on Schedule 13D (Amendment No. 21), (ii)
the sale of an aggregate of 117,300 shares of Common Stock by HCP
during the period from January 21, 2004 through January 23, 2004, as
reported on Schedule 13D (Amendment No. 20), (iii) the sale of an
aggregate of 119,800 shares of Common Stock by HCP during the period
from January 15, 2004 through January 20, 2004, as reported on Schedule
13D (Amendment No. 19), (iv) the sale of an aggregate of 106,000 shares
of Common Stock by HCP on January 13, 2004 and January 14, 2004, as
reported on Schedule 13D (Amendment No. 18), (v) the sale of an
aggregate of 46,000 shares of Common Stock by HCP during the period
from January 6, 2004 through January 12, 2004, as reported on Schedule
13D (Amendment No. 17), (vi) the sale of an aggregate of 62,000 shares
of Common Stock by HCP during the period from December 31, 2003 through
January 5, 2004, as reported on Schedule 13D (Amendment No. 16), (vii)
the sale of an aggregate of 84,900 shares of Common Stock by HCP during
the period from December 26, 2003 through December 30, 2003, as
reported on Schedule 13D (Amendment No. 15), (viii) the sale of an
aggregate of 75,000 shares of Common Stock by HCP on December 19, 2003
and December 23, 2003, as reported on Schedule 13D (Amendment No. 14),
and (ix) the sale of an aggregate of 75,000 shares of Common Stock by
HCP on December 11, 2003 and December 17, 2003, as reported on Schedule
13D (Amendment No. 13); none of HCP, John V. Hanson, Mary Joan Boman or
Paul D. Hanson has had any transactions in 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
The Hanson Capital Partners L.L.C. Limited Liability Company Agreement
provides that members of HCP shall manage HCP and any action taken by the
members under such Agreement requires the consent of members representing a
majority of the member percentage interests, except that certain actions, such
as the disposition of all or substantially all of HCP's assets, requires the
unanimous approval of all members of HCP.
On February 12, 2004, HCP entered into the Trading Plan with Bessemer
Trust Company. HCP intends to sell up to 1,250,000 shares of Common Stock at a
minimum price of $60.00 per share pursuant to the Trading Plan. The maximum
number of shares of Common Stock that may
CUSIP No. 974637100 Page 7
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be sold under the Trading Plan and the minimum price at which each share of
Common Stock may be sold shall be adjusted automatically on a proportionate
basis to take into account a 2 for 1 split of Winnebago's Common Stock effective
March 5, 2004. The Trading Plan terminates on July 31, 2004, unless terminated
earlier in accordance with its terms. HCP entered into the Trading Plan as a
continuing part of its investment portfolio diversification plan. Reference is
made to Item 3 and Item 4 for a description of the transaction.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following document is filed as an exhibit hereto:
Trading Plan dated February 12, 2004 between Hanson Capital Partners,
LLC and Bessemer Trust Company of Florida, acting as agent.
CUSIP No. 974637100 Page 8
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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.
HANSON CAPITAL PARTNERS, L.L.C.
February 13, 2004 /s/ John V. Hanson
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(Date) John V. Hanson, as Managing Director
February 13, 2004 /s/ Mary Joan Boman
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(Date) Mary Joan Boman, as Managing Director
February 13, 2004 /s/ Paul D. Hanson
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(Date) Paul D. Hanson, as Managing Director
CUSIP No. 974637100 Page 9
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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.
February 13, 2004 /s/ Mary Joan Boman
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(Date) Mary Joan Boman
CUSIP No. 974637100 Page 10
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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.
February 13, 2004 /s/ John V. Hanson
--------------------------------- ------------------------------------
(Date) John V. Hanson
CUSIP No. 974637100 Page 11
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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.
February 13, 2004 /s/ Paul D. Hanson
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(Date) Paul D. Hanson