UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
under the Securities Exchange Act of 1934
(Amendment No. 52)*
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)
NOVEMBER 6, 2006
(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
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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 (a) [v]
(See Instructions) (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.
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(7) Sole Voting Power
Hanson Capital
Partners, L.L.C. 1,653,012 shares (5.3%)
John V. Hanson 48,260 (includes 200 shares
owned by wife and 48,000 shares
which John V. Hanson has a
right to acquire)*
Mary Joan Boman 92,957 (includes 50,852 shares
owned by husband, Gerald E.
Boman, and 19,000 shares which
Gerald E. Boman has the right
to acquire)*
Paul D. Hanson 320 shares*
*less than 1.0 percent.
NUMBER OF ----------------------------------------------------------------
SHARES (8) Shared Voting Power
BENEFICIALLY
OWNED BY Not Applicable.
EACH
REPORTING ----------------------------------------------------------------
PERSON (9) Sole Dispositive Power
WITH Hanson Capital
Partners, L.L.C. 1,653,012 shares (5.3%)
John V. Hanson 48,260 (includes 200 shares
owned by wife and 48,000 shares
which John V. Hanson has a
right to acquire)*
Mary Joan Boman 92,957 (includes 50,852 shares
owned by husband, Gerald E.
Boman, and 19,000 shares which
Gerald E. Boman has the right
to acquire)*
Paul D. Hanson 320 shares*
*less than 1.0 percent.
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(10) Shared Dispositive Power
See (9) above.
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
See (7) and (9) above.
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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)
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
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CUSIP No. 974637100 Page 3
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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 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") and John V. Hanson, Mary Joan Boman and Paul D.
Hanson, each in their individual capacity. John V. Hanson, Mary Joan Boman and
Paul D. Hanson are the Managing Members of HCP. 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.
John V. Hanson, Mary Joan Boman, Paul D. Hanson and Bessemer Trust
Company, N.A. are co-trustees under the Revocable Trust which has a 64.6%
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
34.8% membership interest in HCP. John V. Hanson, Mary Joan Boman and Paul D.
Hanson each have, in their individual capacity, a .2% 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 a change in the
direct and indirect beneficial ownership by HCP of an aggregate of 350,000
shares of Common Stock as a result of the sale by HCP on November 6, 2006 of
82,912 shares of Common Stock through a broker; the sale by HCP on November 7,
2006 of 123,588 shares of Common Stock through a broker; and the sale by HCP on
November 8, 2006 of 143,500 shares of Common Stock through a broker. Reference
is made to Item 4 for a description of the transactions.
CUSIP No. 974637100 Page 4
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ITEM 4. PURPOSE OF TRANSACTION
On November 6, 2006, HCP sold 82,912 shares of Common Stock through a
broker for an approximate purchase price of $2,748,683 or an average price per
share of $33.1518; on November 7, 2006, HCP sold 123,588 shares of Common Stock
through a broker for an approximate purchase price of $4,172,133 or an average
price per share of $33.7584; and on November 8, 2006, HCP sold 143,500 shares of
Common Stock through a broker for an approximate purchase price of $4,782,461 or
an average price per share of $33.3273.
The QTIP Trust, the Revocable Trust and John V. Hanson, Mary Joan Boman
and Paul D. Hanson, each in their individual capacity, are the only members of
HCP.
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 a Rule
10b5-1 Trading Plan that HCP entered into with Bessemer Trust Company
of Florida on November 9, 2006 (the "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.
CUSIP No. 974637100 Page 5
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) HCP is the beneficial owner of 1,653,012 shares of Common Stock, which
represent approximately 5.3% 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
64.6% membership interest in HCP.
(b) By virtue of the Revocable Trust's 64.6% membership interest in HCP, a
majority of the Individual Trustees together with the Corporate Trustee
have sole voting power with respect to 1,653,012 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 1,653,012 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 the transactions described in Item 4, 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 November 9, 2006, HCP entered into the Trading Plan with Bessemer
Trust Company. Not prior to November 14, 2006, HCP intends to sell up to 500,000
shares of Common Stock at a minimum price of $33.00 per share pursuant to the
Trading Plan. The Trading Plan terminates on June 30, 2007, unless terminated
earlier in accordance with its terms. HCP entered into the Trading Plan as a
continuing part of its investment portfolio diversification plan.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following document is filed as an exhibit hereto:
Rule 10b5-1 Trading Plan dated November 9, 2006 between Hanson Capital
Partners, L.L.C. and Bessemer Trust Company of Florida, acting as agent.
CUSIP No. 974637100 Page 6
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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.
November 9, 2006 /s/ John V. Hanson
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(Date) John V. Hanson, as Managing Director
November 9, 2006 /s/ Mary Joan Boman
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(Date) Mary Joan Boman, as Managing Director
November 9, 2006 /s/ Paul D. Hanson
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(Date) Paul D. Hanson, as Managing Director
CUSIP No. 974637100 Page 7
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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.
November 9, 2006 /s/ Mary Joan Boman
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(Date) Mary Joan Boman
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.
November 9, 2006 /s/ John V. Hanson
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(Date) John V. Hanson
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.
November 9, 2006 /s/ Paul D. Hanson
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(Date) Paul D. Hanson