NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD DECEMBER 14, 1994
To the Shareholders of
Winnebago Industries, Inc.
The Annual Meeting of Shareholders of Winnebago Industries, Inc. will be held
on Wednesday, December 14, 1994, at 7:30 p.m., Central Standard Time, at
Friendship Hall, Highway 69 South, Forest City, Iowa, for the following
purposes:
1. the election of 9 directors; and
2. the transaction of such other business as may properly come before the
meeting or any adjournment or adjournments thereof.
The Board of Directors of the Company has fixed the close of business on
October 17, 1994, as the record date for the determination of shareholders
entitled to notice of and to vote at this meeting and at any and all
adjournments thereof.
By Order of the Board of Directors
RAYMOND M. BEEBE
Secretary
Forest City, Iowa
November 14, 1994
YOUR VOTE IS IMPORTANT
EVEN IF YOU PLAN TO ATTEND THE MEETING IN PERSON, PLEASE DATE, SIGN AND
RETURN YOUR PROXY IN THE ENCLOSED ENVELOPE. A PROMPT RESPONSE IS HELPFUL AND
YOUR COOPERATION IS APPRECIATED.
WINNEBAGO INDUSTRIES, INC.
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation by the
Board of Directors of Winnebago Industries, Inc., an Iowa corporation (the
"Company"), P.O. Box 152, Forest City, Iowa 50436, of proxies to be used at
the Annual Meeting of Shareholders of the Company to be held at Friendship
Hall, Highway 69 South, Forest City, Iowa on December 14, 1994, at 7:30 p.m.,
Central Standard Time, and at any and all adjournments thereof. This Proxy
Statement was first mailed to shareholders on or about November 14, 1994.
Only holders of Common Stock of record at the close of business on October
17, 1994 will be entitled to vote at the Annual Meeting of Shareholders. At
such date, the Company had outstanding 25,238,988 shares of Common Stock, par
value $.50 per share ("Common Stock"). Each share of Common Stock entitles
the holder to one vote upon each matter to be voted upon at the meeting. A
majority of the outstanding shares of Common Stock will constitute a quorum
for the Annual Meeting of Shareholders. Election of each director requires
the affirmative vote of the holders of a majority of the shares of the
Company's Common Stock entitled to vote at the meeting.
A form of proxy is enclosed for use at the meeting. If the proxy is executed
and returned, it may nevertheless be revoked at any time insofar as it has
not been exercised. A person giving the enclosed proxy may revoke it by
giving written notice to the Secretary, or by subsequently granting a
later-dated proxy. Unless revoked, the shares represented by validly executed
proxies will be voted at the meeting in accordance with the instructions
indicated thereon. Withholding authority to vote on a director nominee will
in effect count as a vote against the director nominee. If no instructions
are indicated on the proxy, it will be voted: (i) for the election of the
nominees for director named below; and (ii) in the discretion of the named
proxies upon such other matters as may properly come before the meeting.
Abstentions are treated as present and entitled to vote for purposes of
determining a quorum and the number of votes necessary to act on a matter and
thus have the effect of a vote against a matter. The Company will treat
broker non-votes as present for purposes of establishing a quorum but on a
matter as not entitled to vote on that matter and thus not counted in
determining whether a majority of the vote of the shares entitled to vote has
been cast.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
At October 17, 1994, John K. Hanson and Luise V. Hanson owned, of record and
beneficially, an aggregate of 11,303,317 shares (44.8 percent) of the
outstanding Common Stock, owning 6,089,943 (24.1 percent) and 5,213,374 (20.7
percent) shares, respectively. By virtue of their stock ownership, the
Hansons may be deemed to be controlling persons of the Company. At the same
date, Mary Jo Boman, daughter of John K. and Luise V. Hanson, owned 253,850
shares (1.0 percent) of Common Stock and her husband, Gerald E. Boman, owned
224,582 shares (0.9 percent) of Common Stock.
The following table contains information with respect to the ownership of
Common Stock by (i) each person known to the Company who is the beneficial
owner of more than five percent of the outstanding Common Stock, (ii) each
director, (iii) each nominee for election as a director, (iv) each executive
officer listed in the Summary Compensation Table and (v) the group named
below.
<TABLE>
<CAPTION>
Shares of
Common Stock Owned Percent of
Beneficially at Common
Name October 17, 1994(1) Stock
-----------------------------------------------------------
<S> <C> <C>
John K. Hanson 6,089,943(2) 24.1
Luise V. Hanson 5,213,374(2) 20.7
Edwin F. Barker 65,333(4) (3)
Raymond M. Beebe 62,393(4) (3)
Gerald E. Boman 478,432(2) 1.9
Jerome V. Clouse 62,333(4) (3)
David G. Croonquist 40,000(4) (3)
Fred G. Dohrmann 67,114(4) (3)
Keith D. Elwick 16,000(4) (3)
Bruce D. Hertzke 3,000(4) (3)
Donald W. Olson -- (3)
Joseph M. Shuster 11,000(4) (3)
Frederick M. Zimmerman 10,150(4) (3)
Francis L. Zrostlik 10,000(4) (3)
Directors and officers
as a group (16
persons) 12,187,554(4)(5) 47.6
</TABLE>
(1) Includes shares held jointly with or by spouse and shares held as
custodian, beneficial ownership of which is disclaimed.
(2) The narrative above provide further information with regard to such
ownership.
(3) Less than one percent.
(4) Includes 54,333, 54,333, 54,333, 10,000, 66,333, 10,000, 39,333, 10,000,
10,000, 10,000 and
370,331 shares, respectively, which Mr. Barker, Mr. Beebe, Mr. Clouse, Mr.
Croonquist, Mr. Dohrmann, Mr. Elwick, Mr. Hertzke, Mr. Shuster, Mr.
Zimmerman, Mr. Zrostlik and the directors and officers as a group have the
right to acquire within 60 days of October 17, 1994 through the exercise of
stock options.
(5) Includes shares owned by Luise V. Hanson.
ELECTION OF DIRECTORS
All current directors are standing for reelection. In addition, Donald W.
Olson, a nominee for election as a director, is not currently a director.
Each nominee is being elected to serve until the next ensuing annual meeting
and until a successor is elected and qualified. The shares represented by the
enclosed proxy will be voted for the election as directors of the nominees
named below if no direction is made otherwise.
<TABLE>
<CAPTION>
Year First
Became a
Name (Age)(1) Principal Occupation Director
-------------------------------------------------------------------------------------------------
<S> <C> <C>
John K. Hanson (81) Chairman of the Board of Directors, 1958
Winnebago Industries, Inc.
Gerald E. Boman (59) Retired; former Senior Vice President, 1962
Winnebago Industries, Inc.
David G. Croonquist (73) Retired; former Director and Member of Executive Committee 1976
of H. B. Fuller Company, manufacturer of specialty chemicals
Fred G. Dohrmann (62) President and Chief Executive Officer, 1989
Winnebago Industries, Inc.
Keith D. Elwick (75) Retired; former executive officer of Chromalloy Farm and 1981
Industrial Equipment Co.
Donald W. Olson (71) Retired; former Chairman of Don Olson Firestone, Inc., (2)
chain of tire and auto repair shops
Joseph M. Shuster (62) Chairman, Teltech, National Technology Transfer Company 1988
Frederick M. Zimmerman (58) Department Chair and Director of Graduate Programs in 1992
Manufacturing Systems Engineering at The University of
St. Thomas, St. Paul, Minnesota
Francis L. Zrostlik (60) President, Stellar Industries, Inc., manufacturer of 1993(3)
hydraulic truck equipment; former President of Iowa Mold
Tooling
</TABLE>
(1) Reference is made to "Voting Securities and Principal Holders Thereof."
(2) Not currently a director.
(3) Also served as a director from 1979 to 1986.
All of the foregoing have been employed in their principal occupation or
other responsible positions with the same organization for at least the last
five years or are currently retired after having served in responsible
positions with the organization indicated.
John K. Hanson is the father of Paul D. Hanson, Vice President-Strategic
Planning of the Company, and the father-in-law of Gerald E. Boman.
Discretionary authority is solicited to vote for the election of a substitute
for any of said nominees who, for any reason currently unknown, cannot be a
candidate for election.
BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD
The Board has established Audit, Human Resources and Nominating Committees to
assist it in the discharge of its responsibilities. The principal
responsibilities of each of these committees are described below.
The members of the Audit Committee are Messrs. Croonquist, Elwick and
Shuster. Each year, the committee recommends to the Board the appointment of
independent public accountants to examine the books of the Company. It
reviews with representatives of the independent public accountants the
auditing arrangements and scope of the independent public accountants'
examination of the books, results of those audits, their fees and any
problems identified by and recommendations of the independent public
accountants regarding internal controls. The committee is also prepared to
meet privately at any time at the request of the independent public
accountants or members of management to review any special situation arising
on any of the above subjects. The committee met four times in fiscal 1994.
The Human Resources Committee, consisting of Messrs. Elwick, Zimmerman and
Zrostlik, met four times in fiscal 1994. This committee makes recommendations
to the Board of Directors as to the salary of the Chief Executive Officer
(CEO) and sets the salaries and bonus payments, if any, of all other
employee-directors and elected officers. It also has responsibility for
administration of the Officer Incentive Compensation Plan and certain other
employee incentive plans.
The members of the Nominating Committee are Messrs. Hanson, Croonquist and
Dohrmann. This committee recommended to the Board the director-nominees
proposed in this Proxy Statement for election by the shareholders. It reviews
the qualifications of, and recommends to the Board, candidates to fill Board
vacancies as they may occur during the year. The Nominating Committee will
consider suggestions from all sources, including shareholders, regarding
possible candidates for director. Such suggestions, together with appropriate
biographical information, should be submitted to the Secretary of the
Company. The committee met once in fiscal 1994.
The Board of Directors of the Company held seven meetings during fiscal 1994.
Actions taken by any committee of the Board are reported to the Board of
Directors, usually at its next meeting. During fiscal 1994, all of the
directors attended more than 75 percent of the aggregate of Board of
Directors' meetings and meetings of committees of the Board on which they
served. Each director (except a director who is an employee of the Company)
currently receives a monthly fee of $1,400.
The Winnebago Industries, Inc. Stock Option Plan for Outside Directors (the
"Outside Directors Option Plan") provides that each director who is not a
current or former full-time employee of the Company or a subsidiary (an
"Outside Director") will receive an option to purchase 10,000 shares of
Common Stock. Pursuant to the Outside Directors Option Plan, each Outside
Director as of May 7, 1992 (consisting of Messrs. Croonquist, Elwick and
Shuster) automatically received an option to purchase 10,000 shares of Common
Stock at a price of $5.50 per share. In addition, each person who first
becomes a member of the Board of Directors as an Outside Director after May
7, 1992 will automatically receive an option to purchase 10,000 shares of
Common Stock as of the date on which such person first becomes an Outside
Director. Under this provision, Frederick M. Zimmerman received an option to
purchase 10,000 shares of Common Stock on December 16, 1992 at a price of
$9.00 per share and Francis L. Zrostlik received an option to purchase 10,000
shares of Common Stock on December 15, 1993 at a price of $8.875 per share.
In addition, under this provision, Donald W. Olson will receive an option to
purchase 10,000 shares of Common Stock if he is elected as a Director. No
option is exercisable during the first year after the date such option is
granted. Thereafter, the options are exercisable for a period of ten years
from the date each such option is granted. Notwithstanding the foregoing, in
the event of a merger, consolidation, dissolution or liquidation of the
Company, the expiration dates of any outstanding options may be accelerated
and the dates on which outstanding options may be exercised may be
accelerated, but the effectiveness of such acceleration and any exercise of
options pursuant thereto with respect to shares in excess of the number of
shares that could have been exercised in the absence of such acceleration, is
conditioned upon, among other requirements, the consummation of the merger,
consolidation, dissolution or liquidation. The purchase price of options
granted under the plan is equal to 100 percent of the fair market value per
share of the Common Stock at the time the option is granted. At August 27,
1994, options for 50,000 shares were outstanding under the Outside Directors
Option Plan and options for 50,000 shares were available for grant
thereunder.
EXECUTIVE COMPENSATION
The following table contains certain information with respect to compensation
for services in all capacities paid by the Company and its subsidiaries for
the past three fiscal years, to or on behalf of (i) the Chief Executive
Officer of the Company at August 27, 1994, and (ii) each of the five other
most highly compensated executive officers of the Company serving at August
27, 1994.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation(1) Long-Term Compensation
----------------------------------------------------------------
All Other
Name and Principal Position Year Salary($) Bonus($)(2) Options(3) Compensation($)(4)
-----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Fred G. Dohrmann 1994 200,000 130,000 25,000 16,645
President and Chief 1993 200,000 129,000 -- 15,959
Executive Officer 1992 200,000 -- 25,000 --
John K. Hanson 1994 250,000 125,000 -- --
Chairman of the Board 1993 250,000 125,000 -- --
1992 125,000 -- -- --
Edwin F. Barker 1994 130,000 70,000 10,000 15,064
Vice President, Controller and 1993 128,365 66,456 -- 14,516
Chief Financial Officer 1992 125,000 -- 10,000 --
Raymond M. Beebe 1994 130,000 70,000 10,000 18,830
Vice President, General Counsel 1993 128,365 66,456 -- 18,101
and Secretary 1992 125,000 10,000 10,000 --
Jerome V. Clouse 1994 130,000 70,000 10,000 16,614
Vice President, Treasurer and 1993 128,365 86,456 -- 15,969
International Development 1992 117,885 -- 10,000 --
Bruce D. Hertzke 1994 130,000 70,000 10,000 16,278
Vice President, Operations 1993 125,096 64,167 -- 15,738
1992 115,000 -- 10,000 --
</TABLE>
(1) No executive officer received personal benefits in excess of the lesser
of 10% of cash compensation or $50,000.
(2) The bonus amounts include bonuses paid pursuant to the Company's Officer
Incentive Compensation Plan as well as bonuses paid in the discretion of the
Board of Directors, all as described under the caption "Report of the Human
Resources Committee on Executive Compensation."
(3) The numbers in the table above represent options for the purchase of
shares of the Company's Common Stock granted to the named persons under the
Company's 1987 Nonqualified Stock Option Plan.
(4) In accordance with the revised rules on executive officer and director
compensation disclosure adopted by the Securities and Exchange Commission,
amounts of All Other Compensation are excluded for the Company's 1992 fiscal
year. Amounts of All Other Compensation are premiums paid by the Company for
fiscal 1994 and fiscal 1993 pursuant to the Company's Executive Split Dollar
Life Insurance Plan. The Plan provides for preretirement death benefits for
the named executives and certain other executive officers (except for Mr.
Hanson who does not participate in the Plan) and annual or a lump sum payment
upon retirement at age 65.
STOCK OPTIONS GRANTED IN FISCAL 1994
The following table sets forth information concerning stock options granted
in fiscal 1994 by the Company to the named executive officers.
<TABLE>
<CAPTION>
Potential
Realizable
Value at Assumed
Annual Rates of
Stock
Price Appreciation
Individual Grants for Option Term
----------------------------------------------------------------------------------
Percentage of
Total Options
Granted to Exercise
Options Employees in Price Per Expiration
Name Granted(1) Fiscal 1994(2) Share ($)(3) Date 5%($) 10%($)
----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Fred G. Dohrmann 25,000 15.6 8.875 12/15/03 139,536 353,612
John K. Hanson 0 0 N/A N/A 0 0
Edwin F. Barker 10,000 6.3 8.875 12/15/03 55,814 141,445
Raymond M. Beebe 10,000 6.3 8.875 12/15/03 55,814 141,445
Jerome V. Clouse 10,000 6.3 8.875 12/15/03 55,814 141,445
Bruce D. Hertzke 10,000 6.3 8.875 12/15/03 55,814 141,445
</TABLE>
(1) Stock options granted on December 15, 1993 under the Company's 1987
Nonqualified Stock Option Plan. One-third of the options become exercisable
on December 15, 1994, an additional one-third on or after December 15, 1995
and the final one-third on or after December 15, 1996.
(2) Based on total grants during fiscal 1994 of 160,000 shares.
(3) The exercise price per share represents the mean between the high and low
prices for a share of the Company's common stock on the New York Stock
Exchange on December 15, 1993.
AGGREGATED FISCAL YEAR-END OPTION VALUES
The following table provides information related to the number and value of
options held at August 27, 1994 by the named executive officers. Since no
options were exercised by the above-named executives in fiscal 1994, no
shares were acquired or value realized upon the exercise of options by such
persons in the last fiscal year.
<TABLE>
<CAPTION>
Number of Unexercised Value of Unexercised,
Options Held at In-the-Money Options at
August 27, 1994 August 27, 1994*
-------------------------------------------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
-------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Fred G. Dohrmann 56,000 27,000 $309,625 $43,500
John K. Hanson 0 0 0 0
Jerome V. Clouse 49,000 12,000 220,563 22,875
Edwin F. Barker 49,000 12,000 220,563 22,875
Raymond M. Beebe 49,000 12,000 220,563 22,875
Bruce D. Hertzke 34,000 12,000 179,000 22,875
</TABLE>
* Represents the difference between the aggregate exercise price and $10.25
(the closing price of the Company's Common Stock on August 26, 1994 (August
27, 1994 being a non-business day)).
PENSION PLANS
The Company does not provide retiremet benefits for its employees, including
executive officers.
REPORT OF THE HUMAN RESOURCES COMMITTEE ON EXECUTIVE COMPENSATION
Notwithstanding anything to the contrary set forth in any of the Company's
previous or future filings under the Securities Act of 1933 or the Securities
Exchange Act of 1934 that might incorporate this Proxy Statement or future
filings with the Securities and Exchange Commission, in whole or in part, the
following report and the Performance Graph which follows shall not be deemed
to be incorporated by reference into any such filings.
The Human Resources Committee of the Board is the compensation committee of
the Company. This Committee reviews and approves compensation plans for all
corporate officers, including salaries, profit sharing awards and stock
option grants.
In designing its compensation programs, the Company follows its belief that
compensation should reflect the value created for shareholders while
furthering the Company's strategic goals. In doing so, the compensation
programs reflect the following goals:
* Align the interests of management with those of shareholders;
* Provide fair and competitive compensation;
* Integrate compensation with the Company's business plans;
* Reward both business and individual performance; and
* Attract and retain key executives critical to the success of the
Company.
The Company's executive compensation is primarily based on three components,
each of which is intended to help achieve the overall compensation
philosophy; these are base salary, quarterly incentive awards and long-term
incentives.
Base salary levels for the Company's executive officers are set by the
Committee and approved by the Board of Directors. In determining base salary
levels and annual salary adjustments for executive officers, including the
Chief Executive Officer (CEO), the Committee considers market compensation
levels in its peer group in the recreation vehicle industry as well as
individual performance and contributions. During fiscal 1994, Fred G.
Dohrmann was named CEO in recognition of his instrumental role in
implementing quality and cost control programs that are now driving the
profitability of the Company.
The base salary of John K. Hanson as the CEO was $125,000 in fiscal 1992 and
$250,000 in fiscal 1993. The base salary for fiscal 1994 of Mr. Dohrmann as
the CEO was $200,000, unchanged from the prior fiscal year during which Mr.
Dohrmann was President and Chief Operating Officer. Mr. Dohrmann as the CEO
participates in the quarterly incentive award program for officers and other
key management personnel described below. The Committee has not found it
practicable to, and has not attempted to, assign relative weights to the
specific factors considered in determining the CEO's compensation.
The Company's officers (including the CEO) and other key management personnel
are eligible for quarterly incentive awards. These awards are based upon the
Company's attainment of a predetermined profit goal for each fiscal quarter.
The profit goals are recommended by Management and approved by the Board of
Directors each year at the beginning of the fiscal year. The Committee
believes that this program provides an excellent link between the value
created for shareholders and the incentives paid to the participants.
Incentive award levels are established for each class of participant and are
correlated to the profit goal. The profit goal, for purposes of this plan, is
based upon certain specified operations of the Company less the combined
expenses, deductions, and credits of the Company attributable to such
operations. In computing the incentive compensation profit, no deduction
shall be taken or allowance made for federal or state income taxes, or any
expenses associated with retirement plans or incentive compensation plans.
Incentive awards are determined in proportion to the actual operating profit
achieved for each quarter in relation to the profit goal that was set. If the
operating profit achieved is less than 80 percent of the goal set, no bonus
is paid and the maximum bonus paid is paid at 120 percent of the profit goal.
The maximum bonus payable under this plan is 70 percent of an officer's base
salary.
Aggregate incentive awards under the plan were 49.0 percent for the officers
participating in the quarterly incentive awards program. Mr. Dohrmann
received $100,000 in fiscal 1994 pursuant to this program. In addition, for
fiscal 1994, Mr. Dohrmann was awarded a discretionary bonus of $30,000 based
on the Committee's positive assessment of his performance and contributions
as CEO. John K. Hanson did not participate in such program, but received
discretionary bonuses of $125,000 in both fiscal 1994 and fiscal 1993.
Long-term incentives, provided through grants of stock options to the named
executives and others, are intended to retain and motivate executives to seek
to improve long-term stock market performance. Stock options are granted at
the prevailing market price and will only have value if the Company's stock
price increases. No option is exercisable during the first year after the
date such option is granted. Thereafter, options are exercisable during the
period thereof at such time or times and in such amount or amounts as
determined by the Committee. No option may be exercised more than ten years
from the date of its grant. Executives must be employed by the Company at the
time of vesting in order to exercise options. During fiscal 1994 the
Committee awarded the CEO stock options for 25,000 shares of the Company's
Common Stock.
Since all options are granted at the current market price, the value of the
option bears a direct relationship to the Company's stock price and is an
effective incentive for executives to create value for shareholders. The
Committee, therefore, views stock options as an important component of its
long-term performance-based compensation philosophy, but does not believe that
granting options every year is necessary to achieve such goals.
No member of the Human Resources Committee is a current or former officer or
employee of the Company or any of its subsidiaries.
Keith Elwick Frederick Zimmerman Francis L. Zrostlik
Members of the Human Resources Committee
of the Board of Directors
PERFORMANCE GRAPH
The following graph compares the five-year cumulative total shareholder
return (including reinvestment of dividends) of the Company with the
cumulative total return on the Standard & Poor's 500 Index and a peer group1
of companies over the period indicated. It is assumed in the graph that $100
was invested in the Company's Common Stock, in the stock of the companies in
the Standard & Poor's 500 Index and in the stocks of the peer group companies
on August 25, 1989 and that all dividends received within a quarter were
reinvested in that quarter. In accordance with the guidelines of the SEC, the
shareholder return for each entity in the peer group index have been weighted
on the basis of market capitalization as of each annual measurement date set
forth in the graph.
<TABLE>
<CAPTION>
8/25/89 8/24/90 8/30/91 8/28/92 8/27/93 8/26/94
-----------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Company Index $100.00 $46.33 $ 55.021 $ 74.84 $124.733 $146.116
Market Index 100.00 91.702 120.826 130.36 148.776 157.157
Peer Index 100.00 63.665 105.141 109.678 169.585 192.361
---------------------------------------------------------------------------------
</TABLE>
1 The peer group companies are Coachmen Industries, Inc., Fleetwood
Enterprises, Thor Industries, Inc. and Winnebago Industries, Inc. The
Company selected Coachmen Industries, Inc., Fleetwood Enterprises and Thor
Industries, Inc. on the basis of the similarity of their business to that
of the Company.
CERTAIN TRANSACTIONS WITH MANAGEMENT
The Company maintains normal banking relations on customary terms with
Manufacturers Bank & Trust Company, Forest City and Crystal Lake, Iowa. Mr.
Hanson is an officer and director of the bank and owns approximately 99
percent of its outstanding stock. Luise V. Hanson is also a director of the
bank.
The Company currently owns 80 percent and John K. and Luise V. Hanson (in the
aggregate) currently own 20 percent of the outstanding common stock of
Cycle-Sat, Inc. ("Cycle-Sat"), an Iowa corporation, engaged in the satellite
courier and tape duplication business, specializing in the satellite
transmission of commercials to television stations.
At August 27, 1994, the Company was leasing certain facilities, capital
equipment and other items which were acquired by the Company at an
approximate aggregate cost of $1,200,000 to Cycle-Sat under leases with
various expiration dates. Aggregate rentals received by the Company on such
leases in fiscal 1994 were $225,000. The Company has also guaranteed
Cycle-Sat's obligations under certain leases which expire on various dates
between 1995 and 2000 and under which remaining lease payments aggregate
approximately $3,801,000. The Company has also guaranteed Cycle-Sat's
obligations under a working capital line of credit agreement. At August 27,
1994 $2,300,000 was outstanding under such agreement.
SHAREHOLDER PROPOSALS
Proposals of shareholders to be included in the Company's Proxy Statement for
the December 1995 Annual Meeting of Shareholders must be received by the
Company at its executive offices no later than July 18, 1995.
GENERAL
Deloitte & Touche LLP has been selected as the Company's accountants for the
current fiscal year upon the recommendation of the Audit Committee.
Representatives of that firm are expected to be present at the Annual Meeting
with the opportunity to make a statement if they desire to do so and to be
available to respond to appropriate questions.
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors and persons who own more than ten percent of the
Company's common stock (collectively "Reporting Persons") to file reports of
ownership and changes in ownership with the Securities and Exchange
Commission (the "SEC") and the New York Stock Exchange. Reporting Persons are
required by the SEC regulations to furnish the Company with copies of all
Section 16(a) forms they file. Based solely on its review of the copies of
such forms received or written representations from certain Reporting Persons
that no Forms 5 were required for those persons, the Company believes that,
during fiscal year 1994, all the Reporting Persons complied with all
applicable filing requirements.
The cost of this proxy solicitation will be borne by the Company.
Solicitation will be made primarily through the use of the mail, but
officers, directors or regular employees of the Company may solicit proxies
personally or by telephone or telegraph or telecopy without additional
remuneration for such activity. In addition, the Company will reimburse
brokerage houses and other custodians, nominees or fiduciaries for their
reasonable expenses in forwarding proxies and proxy material to the
beneficial owners of such shares.
A copy of the Company's Annual Report for the fiscal year ended August 27,
1994, which includes audited financial statements, has previously been mailed
to you. The financial statements contained therein are not deemed material to
the exercise of prudent judgment in regard to any matter to be acted upon at
the Annual Meeting and, therefore, such financial statements are not
incorporated in this Proxy Statement by reference.
As of the date of the Proxy Statement, management knows of no other matters
to be brought before the Annual Meeting. However, if any other matters should
properly come before the meeting, it is the intention of the persons named in
the enclosed proxy to vote thereon in accordance with their best judgment.
By Order of the Board of Directors
RAYMOND M. BEEBE
Secretary
November 14, 1994
[Logo]
WINNEBAGO
INDUSTRIES, INC.
FOREST CITY, IOWA 50436
NOTICE OF
1994
ANNUAL MEETING
OF SHAREHOLDERS
AND
PROXY STATEMENT
WINNEBAGO INDUSTRIES, INC. * FOREST CITY, IOWA
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY
FOR ANNUAL MEETING ON DECEMBER 14, 1994
The undersigned hereby appoints John K. Hanson and Gerald E. Boman, or either
one of them, the undersigned's attorneys and proxies, with full power of
substitution, to vote all shares of Common Stock of Winnebago Industries, Inc.
which the undersigned is entitled to vote, as fully as the undersigned could do
if personally present, at the Annual Meeting of Shareholders of said corporation
to be held at Friendship Hall, Highway 69 South, Forest City, Iowa, on the 14th
day of December, 1994, at 7:30 p.m., Central Standard Time, and at any and all
adjournments thereof:
1. ELECTION OF DIRECTORS
JOHN K. HANSON, GERALD E. BOMAN, DAVID G. CROONQUIST, FRED G. DOHRMANN,
KEITH D. ELWICK, DONALD W. OLSON, JOSEPH M. SHUSTER, FREDERICK M.
ZIMMERMAN, AND FRANCIS L. ZROSTLIK.
(Mark One)
[ ] FOR all nominees listed above
[ ] WITHHOLD AUTHORITY to vote for all nominees listed above
[ ] FOR all nominees listed above except ____________________________________
2. IN THEIR DISCRETION ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE
MEETING.
(continued, and to be signed and dated, on the other side)
(continued from the other side)
This Proxy, when properly executed, will be voted in the manner directed herein
by the undersigned shareholder. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE
VOTED FOR THE ELECTION OF THE NOMINEES LISTED IN ITEM 1, AND IN THE DISCRETION
OF THE PROXY HOLDERS ON ALL OTHER MATTERS.
Please sign exactly as name appears below. When shares are held by joint
tenants, both should sign. When signing as administrator, attorney, executor,
guardian or trustee, please give full title as such. If a corporation,
authorized officer please sign full corporate name and indicate office held.
Dated ____________________, 1994
___________________________
Signature
___________________________
Signature if held jointly
or office or title held
PLEASE DATE, SIGN, AND MAIL THIS PROXY CARD IN THE ENCLOSED ENVELOPE. NO POSTAGE
IS REQUIRED.
