As filed with the Securities and Exchange Commission on February 27, 1998
Registration No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------------
WINNEBAGO INDUSTRIES, INC.
(Exact name of Registrant as specified in its charter)
IOWA 42-0802678
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
P.O. BOX 152
FOREST CITY, IOWA 50436
(Address of principal executive offices) (Zip Code)
WINNEBAGO INDUSTRIES, INC. 1997 STOCK OPTION PLAN
(Full title of the plan)
RAYMOND M. BEEBE, VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
WINNEBAGO INDUSTRIES, INC.
P.O. BOX 152
FOREST CITY, IOWA
(515) 582-6808
(Name, address and telephone number, including area code, of agent for service)
COPIES OF COMMUNICATIONS TO:
WILLIAM M. LIBIT
CHAPMAN AND CUTLER
111 WEST MONROE STREET
CHICAGO, ILLINOIS 60603
(312) 845-3000
-------------------------
CALCULATION OF REGISTRATION FEE
================================================================================
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share(1) price fee
- ---------- ---------- ------------ ----- ---
Common Stock,
$.50 par value 2,000,000 Shares $10.50 $21,000,000 $6,195
================================================================================
(1) Pursuant to Rule 457(c) and (h), the proposed maximum offering price per
share and maximum aggregate offering price and amount of registration fee are
calculated based upon a price per share of $10.50, the average of the high
and low prices for the shares of Winnebago Industries, Inc. Common Stock as
reported by The New York Stock Exchange, Inc. on February 23, 1998.
<PAGE>
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents which have been filed with the Securities and
Exchange Commission (the "COMMISSION") by Winnebago Industries, Inc.
("WINNEBAGO" or the "REGISTRANT") pursuant to the Securities Exchange Act of
1934 ("1934 ACT") are incorporated herein by reference:
(a) Annual Report on Form 10-K for the fiscal year ended
August 30, 1997 of Winnebago; and
(b) Quarterly Report on Form 10-Q for the quarter ended
November 29, 1997 of Winnebago; and
(c) The description of Winnebago's Common Stock which is
contained in the Forms 8-A pursuant to Section 12(b) of the 1934 Act
filed with the Commission on June 18, 1969 and June 16, 1971 (1934 Act
File No. 1-6403).
All documents subsequently filed by Winnebago pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all such securities then remaining unsold, shall
be deemed to be incorporated by reference into this Registration Statement and
to be a part hereof from the date of filing such documents.
ITEM 4. NOT APPLICABLE
ITEM 5. NOT APPLICABLE
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Sections 490.851 and 490.856 of the Iowa Business Corporation Act gives
Iowa corporations the power to indemnify present and former directors and
officers under certain
<PAGE>
circumstances. The Amended and Restated Articles of Incorporation of Winnebago
provide for indemnification by Winnebago of certain persons (including officers
and directors) in connection with any action, suit or proceeding brought or
threatened against such person by reason of his position with Winnebago or
service at the request of Winnebago. The Amended and Restated Articles of
Incorporation further provide that indemnification shall not be exclusive of any
rights to which those indemnified may be entitled under any bylaw, agreement,
vote of stockholders or disinterested directors or otherwise.
In addition, Winnebago maintains a directors' and officers' liability
insurance policy to insure its liability under the above-described provision of
its Amended and Restated Articles of Incorporation and to insure its individual
directors and officers against certain obligations not covered by such
provisions.
ITEM 7. NOT APPLICABLE
ITEM 8. EXHIBITS
See List of Exhibits on page II-6 hereof.
ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement;
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement
(or in the most recent post-effective amendment thereof) which
individually or in
<PAGE>
the aggregate, represent a fundamental change in the
information set forth in the Registration Statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in the Registration Statement or any material change to such
information in the Registration Statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the Registration Statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for the purpose
of determining any liability under the Securities Act of 1933, each such
post-effective amendment and each filing of the Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of
<PAGE>
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Forest City, State of Iowa, on February 26, 1998.
WINNEBAGO INDUSTRIES, INC.
By: /s/ Fred G. Dohrmann
--------------------------------------
Fred G. Dohrmann
Chairman of the Board
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints Fred G. Dohrmann and Edwin F. Barker and each of them, his true and
lawful attorneys-in-fact and agents, with full power and substitution and
resubstitution for him in his name, place and stead, in any and all capacities
to sign any and all pre-effective and/or post-effective amendments to this
Registration Statement and to file the same, with all exhibits thereto, and
other documents in connection therewith with the Securities and Exchange
Commission under the Securities Act of 1933.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on February 26, 1998.
<PAGE>
SIGNATURE TITLE
/s/ Fred G. Dohrmann Chairman of the Board,
------------------------- Chief Executive
Fred G. Dohrmann Officer and Director
(Principal executive officer)
/s/ Edwin F. Barker Vice President and
------------------------- Chief Financial Officer
Edwin F. Barker (Principal financial officer)
/s/ Brian J. Hrubes Controller
------------------------- (Principal accounting officer)
Brian J. Hrubes
/s/ Gerald E. Boman Director
-------------------------
Gerald E. Boman
/s/ Jerry N. Currie Director
-------------------------
Jerry N. Currie
/s/ John V. Hanson Director
-------------------------
John V. Hanson
/s/ Bruce D. Hertzke Director
-------------------------
Bruce D. Hertzke
/s/ Gerald C. Kitch Director
-------------------------
Gerald C. Kitch
/s/ Richard C. Scott Director
-------------------------
Richard C. Scott
/s/ Joseph M. Shuster Director
-------------------------
Joseph M. Shuster
/s/Frederick M. Zimmerman Director
-------------------------
Frederick M. Zimmerman
/s/ Francis L. Zrostlik Director
-------------------------
Francis L. Zrostlik
<PAGE>
EXHIBIT PAGE NUMBER IN
NUMBER DESCRIPTION SEQUENTIAL
NUMBERING SYSTEM
4.1 Winnebago Industries, Inc. 1997 Stock Option Plan...............
5.1 Opinion of Chapman and Cutler...................................
23.1 Consent of Chapman and Cutler (included in Exhibit 5.1 hereto)..
23.2 Consent of Deloitte & Touche LLP................................
24.1 Power of Attorney (included on Page II-4 of this Registration
Statement)......................................................
EXHIBIT A
STOCK OPTION PLAN
THIS Stock Option Plan ("PLAN"), effective as of the date of its approval
by the Board of Directors, the 14th day of August, 1997, is hereby adopted and
established by Winnebago Industries, Inc., an Iowa corporation, ("COMPANY") and
will be maintained by the Company for the purpose of providing stock options
for selected management, key employees, directors, advisors and consultants as
provided herein.
ARTICLE 1 -- PURPOSE
The purpose of the Plan is to provide additional incentive to those
officers, employees, directors, advisors and consultants of the Company whose
substantial contributions are essential to the continued growth and success of
the Company's business in order to strengthen their commitment to the Company,
to motivate them to faithfully and diligently perform their assigned
responsibilities and to attract and retain competent and dedicated individuals
whose efforts will result in the long-term growth and profitability of the
Company. To accomplish such purposes, the Plan provides that the Company may
grant Incentive Stock Options, Nonqualified Stock Options and Stock
Appreciation Rights. The provisions of the Plan are intended to satisfy the
requirements of Section 16(b) of the Exchange Act, and the regulations
promulgated thereunder.
ARTICLE 2 -- DEFINITIONS
For purposes of this Plan:
2.1 "ADVISOR" or "CONSULTANT" means an advisor or consultant who is an
independent contractor with respect to the Company or a Subsidiary, and who
provides bona fide services (other than in connection with the offer or sale of
securities in a capital raising transaction) to the executive officers or Board
of Directors regarding major functions, portions or operations of the Company's
business; who is not an employee, officer, director or holder of more than ten
percent (10%) of the outstanding voting securities of the Company; and whose
services the Committee determines is of vital importance to the overall success
of the Company.
2.2 "AGREEMENT" means the written agreement evidencing the grant of an
Award and setting forth the terms and conditions thereof.
2.3 "AWARD" means, individually or collectively, a grant under this Stock
Option Plan, Stock Appreciation Rights, or both as the context requires.
2.4 "BOARD" means the Board of Directors of the Company.
2.5 "CHANGE IN CONTROL" means one of the following events:
(i) any "person" or group of persons acting in concert (as defined in
Sections 13(d) and 14(d) of the Exchange Act), other than the Hanson
Family, the Company, or a trustee or other fiduciary holding securities
under an employee benefit plan of the Company or any Subsidiary, acquires,
directly or indirectly, after the Effective Date of this Plan "beneficial
ownership" (as
<PAGE>
defined in Rule 13d-3 under the Exchange Act) of any class of securities
representing at least thirty percent (30%) of the combined voting power of
the Company;
(ii) during any period of not more than two consecutive years,
individuals who at the beginning of such period constitute the Board and
any new directors (other than any director designated by a person who has
entered into an agreement with the Company to effect a transaction
described in Subsections 2.5(i), 2.5(iii), or 2.5(iv) of this Plan), cease
for any reason to constitute a majority thereof;
(iii) the stockholders of the Company approve a merger other than (A) a
merger that would result in the voting securities of the Company outstanding
immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of the surviving
entity), in combination with the ownership of any trustee or other fiduciary
holding securities under an employee benefit plan of the Company or any
Subsidiary, at least fifty percent (50%) of the combined voting power of all
classes of stock of the Company or such surviving entity outstanding
immediately after such merger or (B) a merger effected to implement a
recapitalization of the Company (or similar transaction) in which the
shareholders of the Company immediately prior to the recapitalization (or
similar transaction) acquire at least fifty percent (50%) of the combined
voting power of the Company's then outstanding securities through the
recapitalization (or similar transaction); or
(iv) the stockholders of the Company approve a plan of complete
liquidation of the Company or a sale of all or substantially all of the
assets of the Company.
2.6 "CODE" means the Internal Revenue Code of 1986, as amended.
2.7 "COMMITTEE" means a Committee which may be appointed by the Board to
administer the Plan to perform the functions set forth herein, composed of two
or more directors who are Non-Employee Directors, as defined in paragraph
(b)(3)(i) of Rule 16b-3 under the Exchange Act. Unless and until the Board
appoints such Committee, the Board shall administer the Plan and perform the
functions set forth herein, and references herein to the Committee shall be
deemed to refer to the Board.
2.8 "COMPANY" means Winnebago Industries, Inc., an Iowa corporation, or
any successor thereto.
2.9 "DISABILITY" means the inability, due to illness or injury, to engage
in any gainful occupation for which the individual is suited by education,
training or experience, which condition continues for at least six (6) months.
2.10 "EFFECTIVE DATE OF THIS PLAN" shall be the date first written above
on which this Plan was adopted by the Board.
2.11 "ELIGIBLE EMPLOYEE" shall have the meaning given to it by Article 5.
2.12 "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.
2.13 "FAIR MARKET VALUE" means the fair market value of the Shares as
determined by the Committee in its sole discretion, PROVIDED, HOWEVER, that if
the Shares are then admitted to trading on a national securities exchange, the
Fair Market Value on any date shall be the mean between the high and low prices
for a share of the Company's Common Stock on the New York Stock Exchange at the
time the option is granted.
<PAGE>
2.14 "FREE-STANDING STOCK APPRECIATION RIGHT" means a Stock Appreciation
Right that is not granted in conjunction with the grant of an Option.
2.15 "HANSON FAMILY" shall mean collectively the spouse, lineal
descendent, or spouse of a lineal descendent of John K. Hanson, or any entity,
affiliate or associate controlled by the spouse, lineal descendent, or spouse
of a lineal descendent of John K. Hanson.
2.16 "IMMEDIATE FAMILY MEMBER" means a person who is the Participant's
spouse, mother, father, brother, sister, or child.
2.17 "INCENTIVE STOCK OPTION" means an Option within the meaning of
Section 422 of the Code.
2.18 "NON-EMPLOYEE DIRECTOR" means a member of the Board who is not an
employee of the Company.
2.19 "NONQUALIFIED STOCK OPTION" means an Option which is not an Incentive
Stock Option.
2.20 "OPTION" means an Incentive Stock Option, a Nonqualified Stock
Option, or either or both of them, as the context requires.
2.21 "PARTICIPANT" means a person to whom an Award has been granted under
the Plan.
2.22 "PLAN" means the Winnebago Industries, Inc. Stock Option Plan, as
amended from time to time.
2.23 "RELATED STOCK APPRECIATION RIGHT" means a Stock Appreciation Right
that is granted in conjunction with the grant of an Option.
2.24 "RETIREMENT" means termination of employment with the Company by a
Participant (other than as a result of death or Disability) if the Participant
is at least fifty-five (55) years of age.
2.25 "SECURITIES ACT" means the Securities Act of 1933, as amended.
2.26 "SHARES" means shares of Common Stock, with fifty cents ($.50) par
value per share, of the Company.
2.27 "STOCK APPRECIATION RIGHT" means the right to receive all or some
portion of the increase in the value of the Shares as provided in Article 7
hereof.
2.28 "SUBSIDIARY" means any corporation in a descending, unbroken chain of
corporations, beginning with the Company, if each of the corporations other
than the last corporation in the unbroken chain owns stock possessing fifty
percent (50%) or more of the total combined voting power of all classes of
stock in one of the other corporations in such chain.
2.29 "TEN-PERCENT STOCKHOLDER" means an Eligible Employee, who, at the
time an Incentive Stock Option is to be granted to such Eligible Employee, owns
(within the meaning of Section 422(b)(6) of the Code) stock possessing more
than ten percent (10%) of the total combined voting power of all classes of
stock of the Company, a parent or a Subsidiary within the meaning of Sections
424(e) and 424(f), respectively, of the Code.
ARTICLE 3 -- ADMINISTRATION
3.1 The Plan shall be administered by the Board or, if the Board so
determines, by a Committee, which Committee shall at all times satisfy the
provisions of Rule 16b-3 under the Exchange Act. The
<PAGE>
Committee shall hold meetings at such times as may be necessary for the proper
administration of the Plan. The Committee shall keep minutes of its meetings. A
majority of the Committee shall constitute a quorum and a majority of a quorum
may authorize any action. Any decision reduced to writing and signed by all of
the members of the Committee shall be fully effective as if it had been made at
a meeting duly held. No member of the Committee shall be personally liable for
any action, determination or interpretation made in good faith with respect to
the Plan or Options and all members of the Committee shall be fully indemnified
by the Company with respect to any such action, determination or
interpretation. The Company shall pay all expenses incurred in the
administration of the Plan.
3.2 Subject to the express terms and conditions set forth herein, the
Committee shall have the power from time to time:
(i) to determine those Eligible Employees to whom Awards shall be
granted under the Plan and the number of Shares subject to such Awards to be
granted to each Eligible Employee and to prescribe the terms and conditions
(which need not be identical) of each Award, including the purchase price per
share of each Award, and the forfeiture provisions, if any, if the Employee
leaves the employment of the Company or a Subsidiary within a prescribed time
or acts against the interests of the Company within a prescribed time;
(ii) to construe and interpret the Plan, the Awards granted hereunder
and to establish, amend and revoke rules and regulations for the
administration of the Plan, including, but not limited to, correcting any
defect or supplying any omission, or reconciling any inconsistency in the
Plan or in any Agreement, and (subject to the provisions of Article 12 below)
to amend the terms and conditions of any outstanding Award to the extent such
terms and conditions are within the discretion of the Committee as provided
in the Plan, in the manner and to the extent it shall deem necessary or
advisable to make the Plan fully effective, and all decisions and
determinations by the Committee in the exercise of this power shall be final
and binding upon the Company or a Subsidiary, and the Participants, as the
case may be;
(iii) to determine the duration and purposes for leaves of absence which
may be granted to a Participant without constituting a termination of
employment or service for purposes of the Plan; and
(iv) generally, to exercise such powers and to perform such acts as are
deemed necessary or advisable to promote the best interests of the Company
with respect to the Plan.
3.3 Notwithstanding any other provision in this Plan, a grant of Options
to any Eligible Employee who is an officer of the Company or a Subsidiary shall
be approved by a majority vote of the Board.
ARTICLE 4 -- STOCK SUBJECT TO PLAN
4.1 The maximum number of Shares that may be issued or transferred
pursuant to Awards granted under this Plan is Two Million (2,000,000) (or the
number and kind of shares of stock or other securities that are substituted for
those Shares or to which those Shares are adjusted pursuant to Article 8), and
the Company shall reserve for the purposes of the Plan, out of its treasury
shares or its authorized but unissued Shares, such number of Shares.
4.2 Whenever any outstanding Award or portion thereof expires, is canceled
or is otherwise terminated (other than by exercise of the Award), the Shares
allocable to the unexercised portion of
<PAGE>
such Award may again be the subject of Awards hereunder, to the extent
permitted by Rule 16b-3 under the Exchange Act.
ARTICLE 5 -- ELIGIBILITY
Eligible Employees shall be the officers, employees, directors, Advisors
and Consultants of the Company who occupy responsible managerial or
professional positions and who have the capability of making a substantial
contribution to the success of the Company. In making the selection and in
determining the form and amount of Awards, the Committee shall give
consideration to the functions and responsibilities of the individual, past and
potential contributions to profitability and sound growth, the value of the
individual's services to the Company, and any other factors deemed relevant by
the Committee. The Committee shall have full and final authority on selecting
those Eligible Employees who will receive Awards.
ARTICLE 6 -- OPTIONS
The Committee may grant Options in accordance with the Plan, the terms and
conditions of which shall be set forth in an Agreement. Each Option and
Agreement shall be subject to the following conditions:
6.1 PURCHASE PRICE. The purchase price or the manner in which the purchase
price is to be determined for Shares under each Option shall be set forth in
the Agreement, PROVIDED, HOWEVER, that the purchase price per Share under (a)
each Nonqualified Stock Option shall not be less than eighty-five percent (85%)
of the Fair Market Value of a Share at the time the Option is granted, (b) each
Incentive Stock Option shall not be less than one hundred percent (100%) of the
Fair Market Value of a Share at the time the Option is granted, and (c) each
Incentive Stock Option granted to a Ten-Percent Stockholder shall not be less
than one hundred ten (110%) of the Fair Market Value of a Share at the time the
Option is granted.
6.2 DURATION. Options granted hereunder shall be for such term as the
Committee shall determine, PROVIDED, HOWEVER, that no Option shall be
exercisable after the expiration of ten (10) years from the date it is granted,
or five (5) years in the case of an Incentive Stock Option granted to a
Ten-Percent Stockholder. The Committee may, subsequent to the granting of any
Option, extend the term thereof but in no event shall the term as so extended
exceed the maximum term provided for in the preceding sentence.
6.3 NON-TRANSFERABILITY. No Option granted hereunder shall be transferable
by the Participant to whom such Option is granted otherwise than (a) by gift to
an Immediate Family Member or members, (b) by gift to a partnership or limited
liability company consisting only of Immediate Family Members, (c) by gift to a
trust solely for the benefit of the Participant and/or Immediate Family
Members, (collectively, an "assignee"), or (d) by will or the laws of descent
and distribution; PROVIDED, HOWEVER, an Incentive Stock Option shall only be
transferable by will or the laws of descent or distribution. An Option may be
exercised during the lifetime of such Participant only by the Participant, the
Participant's assignee, or such Participant's guardian or legal representative.
The terms of such Option shall be binding upon the beneficiaries, executors,
administrators, heirs, assignees and successors of the Participant.
<PAGE>
6.4 VESTING. Subject to Section 6.5, unless otherwise set forth in the
Agreement, each Option shall become exercisable upon the earlier of (a) as to
all of the Shares covered by the Option on the death, Retirement, or Disability
of the Participant, or (b) six (6) months after the date the Option was
granted. To the extent not exercised, installments shall accumulate and be
exercisable, in whole or in part, at any time after becoming exercisable, but
not later than the date the Option expires. The Committee may accelerate the
exercisability of any Option or portion thereof at any time.
6.5 ACCELERATED VESTING. Notwithstanding the provisions in Section 6.4,
each Option granted to a Participant shall become vested in full and
immediately exercisable upon the occurrence of a Change in Control.
6.6 TERMINATION OF EMPLOYMENT. In the event that a Participant ceases to
be employed by the Company or any Subsidiary, any outstanding Options held by
such Participant shall, unless this Plan or the Agreement evidencing such
Option provides otherwise, terminate as follows:
(a) If the Participant's termination of employment is due to his death,
Disability, or Retirement, the Option shall become vested in full and
immediately exercisable for a period of three (3) years following such
termination of employment, and shall thereafter terminate; and
(b) If the Participant's termination of employment is for any other
reason (including a Participant's ceasing to be employed by a Subsidiary as a
result of the sale of such Subsidiary or an interest in such Subsidiary), the
Option (to the extent that such Option is vested as provided for in Section
6.4 at the time of the Participant's termination of employment) shall be
exercisable for a period of ninety (90) days following such termination of
employment, and shall thereafter terminate.
Notwithstanding the foregoing, the Committee may provide, either at the
time an Option is granted or thereafter, that the Option may be exercised after
the periods provided for in this Section, but in no event beyond the term of
the Option.
6.7 CANCELLATION AND RECISSION OF OPTIONS. Unless the Agreement specifies
otherwise, the Committee may cancel and rescind any unexpired, unpaid,
unexercised, or deferred Options (whether vested or unvested pursuant to this
Section 6) at any time before the exercise thereof, if the Participant is not
in compliance with the following conditions:
(i) A Participant shall not render services for any organization or
engage directly or indirectly in any business which, in the judgment of the
Committee, is or becomes competitive with the Company, or which organization
or business, or the rendering of services to such organization or business,
is or becomes prejudicial to or in conflict with the interests of the
Company. For Participants whose employment has terminated, the judgment of
the Committee shall be based on the Participant's position and
responsibilities while employed by the Company or its Subsidiaries, the
Participant's post-employment responsibilities and position with the other
organization or business, the extent of past, current, and potential
competition or conflict between the Company and the other organization or
business, the effect of the Participant's assuming the postemployment
position on the Company's or its Subsidiary's customers, suppliers, and
competitors, and such other considerations as are deemed relevant given the
applicable facts and circumstances. A Participant may, however, purchase as
an investment or otherwise, stock or other securities of any organization or
business so long as such investment does not represent a greater than five
percent (5%) equity interest in the organization or business.
<PAGE>
(ii) A Participant shall not, without prior written authorization from
the Company, disclose to anyone outside the Company or Subsidiaries, or use
in other than the Company's or Subsidiary's business, any information or
materials determined to be confidential by the Committee relating to the
business of the Company or its Subsidiaries, acquired by the Participant
either during or after employment with the Company or its Subsidiaries.
6.8 METHOD OF EXERCISE. The exercise of an Option shall be made only by a
written notice delivered to the Secretary of the Company at the Company's
principal executive office, specifying the number of Shares to be purchased and
accompanied by payment therefor and otherwise in accordance with the Agreement
pursuant to which the Option was granted. The purchase price for any Shares
purchased pursuant to the exercise of an Option shall be paid in full upon such
exercise in cash, by check, or, at the discretion of the Committee and upon
such terms and conditions as the Committee shall approve, by (a) a loan made by
the Company to the Participant, (b) transferring Shares already owned to the
Company pursuant to Section 6.9, or (c) by delivery of an unconditional and
irrevocable undertaking by a broker to sell a portion of the Shares and deliver
to the Company sufficient funds to pay for the exercise price and applicable
federal, state, and local tax withholding. If requested by the Committee, the
Participant shall deliver the Agreement evidencing the Option to the Secretary
of the Company who shall endorse thereon a notation of such exercise and return
such Agreement to the Participant.
6.9 ALTERNATIVE PAYMENT METHOD. If the Committee, in its sole discretion,
determines that the Participant may pay for the purchase price of Shares
purchased pursuant to an exercise of an Option by using Shares already owned,
the Participant shall deliver a notarized statement of ownership (hereinafter,
"STATEMENT"), in a form to be determined by the Committee, to the Company
indicating that the Participant owns Shares of sufficient number and value to
cover the purchase price of the Shares purchased pursuant to the exercise of
the Option. However, no surrender of the actual stock certificates relating to
the Shares listed in the Statement is necessary. The number of Shares in the
Statement will be treated as a constructive payment of the purchase price, and
the Participant shall retain ownership of such Shares. The Company shall issue
a stock certificate for a number of Shares equal to the Shares purchased
pursuant to the Option minus the number of Shares used for the constructive
payment. All Shares listed in the Statement shall be valued at their Fair
Market Value.
6.10 RIGHTS OF PARTICIPANTS. No Participant shall be deemed for any
purpose to be the owner of any Shares subject to any Option unless and until
(a) the Option shall have been exercised pursuant to the terms thereof, (b) the
Company shall have issued and delivered the Shares to the Participant, and (c)
the Participant's name shall have been entered as a stockholder of record on
the books of the Company. Thereupon, the Participant shall have full voting,
dividend and other ownership rights with respect to such Shares.
6.11 ANNUAL LIMITATION. To the extent that the aggregate Fair Market Value
(measured at the date of grant) of Incentive Stock Options which become
exercisable for the first time by any Participant during any calendar year
exceeds one hundred thousand dollars ($ 100,000), the excess of such Options
shall be treated as Nonqualified Stock Options.
6.12 EFFECT OF EXERCISE. The exercise of any Option shall cancel that
number of Related Stock Appreciation Rights, if any, which is equal to the
number of Shares purchased pursuant to the exercised Option.
<PAGE>
ARTICLE 7 -- STOCK APPRECIATION RIGHTS
7.1 GRANT. The Committee may from time to time, and subject to such other
terms and conditions as the Committee may prescribe, grant a Free-Standing
Stock Appreciation Right or a Related Stock Appreciation Right to any Eligible
Employee. The terms and conditions of such Stock Appreciation Right shall be
set forth in the Agreement. A Related Stock Appreciation Right shall be related
on a one-for-one basis to Shares which are subject to the Option concurrently
being granted under the Plan to the grantee of such Related Stock Appreciation
Right. A Related Stock Appreciation Right shall be subject to the same terms
and conditions as the related Option, and shall only be granted at the same
time as the related Option is so granted. A Free-Standing Stock Appreciation
Right may be granted by the Committee at any time.
7.2 EXERCISE OF A RELATED STOCK APPRECIATION RIGHT. A Participant who has
been granted a Related Stock Appreciation Right may, in lieu of the exercise of
an equal number of Options, elect to exercise one or more Related Stock
Appreciation Rights and thereby become entitled to receive from the Company
payment of the amount determined pursuant to Section 7.5. Related Stock
Appreciation Rights shall be exercisable only to the same extent and subject to
the same conditions as the Option or Options related thereto are exercisable,
as provided for in Article 6. A Related Stock Appreciation Right issued in
tandem with an Incentive Stock Option may be exercised only when the Fair
Market Value of the Shares subject to the Incentive Stock Option exceeds the
exercise price of such Option. The Committee may, in its discretion, prescribe
additional conditions to the exercise of any Related Stock Appreciation Rights.
7.3 EXERCISE OF FREE-STANDING STOCK APPRECIATION RIGHTS. Free-Standing
Stock Appreciation Rights generally will be exercisable at such time or times,
and may be subject to such other terms and conditions, as shall be determined
by the Committee, in its discretion, and such terms and conditions shall be set
forth in the Agreement; PROVIDED, HOWEVER, that no Free-Standing Stock
Appreciation Right shall be exercisable after the expiration of ten (10) years
from the date it is granted. No Free-Standing Stock Appreciation Right granted
hereunder shall be transferable by the Participant to whom such right is
granted otherwise than by will or the laws of descent and distribution, and a
Free-Standing Stock Appreciation Right may be exercised during the lifetime of
such Participant only by the Participant or such Participant's guardian or
legal representative. The terms of such Free-Standing Stock Appreciation Right
shall be binding upon the beneficiaries, executors, administrators, heirs and
successors of the Participant.
7.4 CHANGE IN CONTROL. Notwithstanding any other provision in this Plan,
each Stock Appreciation Right granted to a Participant shall become immediately
exercisable in full upon the occurrence of a Change in Control.
7.5 AMOUNT PAYABLE. Upon the exercise of each Stock Appreciation Right,
the Participant shall be entitled to receive the following:
(A) If the Participant exercised a Free-Standing Stock Appreciation
Right, the amount equal to the excess of the Fair Market Value of one Share
on the exercise date over the Fair Market Value of one Share on the grant
date; and
(B) If the Participant exercised a Related Stock Appreciation Right, the
amount equal to the excess of the Fair Market Value of one Share on the
exercise date over the exercise price for one Share under the Option to which
the Stock Appreciation Right relates.
<PAGE>
7.6 EFFECT OF EXERCISE. The exercise of a Related Stock Appreciation Right
shall cancel an equal number of Shares subject to Options related thereto.
7.7 METHOD OF EXERCISE. Stock Appreciation Rights shall be exercised by a
Participant only by a written notice delivered in person or by mail to the
Secretary of the Company at the Company's principal executive office,
specifying the number of Shares with respect to which the Stock Appreciation
Right is being exercised. If requested by the Committee, the Participant shall
deliver the Agreement evidencing the Stock Appreciation Right being exercised
and with respect to a Related Stock Appreciation Right, the Agreement
evidencing any related Option to the Secretary of the Company who shall endorse
thereon a notation of such exercise and return such Agreement or Agreements to
the Participant.
7.8 FORM OF PAYMENT. Payment of the amount determined under this Article,
may be made solely in whole Shares in a number determined based upon their Fair
Market Value on the date of exercise of the Stock Appreciation Right, or
alternatively, at the sole discretion of the Committee, solely in cash, or in a
combination of cash and Shares as the Committee deems advisable. In the event
that a Stock Appreciation Right is exercised within sixty (60) days following a
Change in Control, any amount payable shall be solely in cash. If the Committee
decides to make full payment in Shares, and the amount payable results in a
fractional Share, payment for the fractional Share will be made in cash.
ARTICLE 8 -- LOANS
8.1 The Company or any Subsidiary may make loans to a Participant in
connection with the exercise of an Option, subject to the terms and conditions
in this Article and such other terms and conditions not inconsistent with the
Plan including the rate of interest, as the Committee shall impose from time to
time.
8.2 No loan made under the Plan shall exceed the sum of (a) the aggregate
purchase price payable pursuant to the Option with respect to which the loan is
made, plus (b) if applicable, the amount of the reasonably estimated income and
payroll taxes payable by the Participant with respect to the exercise of the
Option. In no event may any such loan exceed the Fair Market Value, at the date
of exercise, of the Shares received pursuant to such exercise.
8.3 No loan shall have an initial term exceeding five (5) years, PROVIDED,
HOWEVER, that loans under the Plan shall be renewable at the discretion of the
Committee, and PROVIDED, HOWEVER, that the indebtedness under each loan shall
become due and payable, as the case may be, on a date no later than (a) one (1)
year after termination of the Participant's employment due to death or
Disability, or (b) the date of termination of the Participant's employment for
any reason other than death or Disability.
8.4 Loans under the Plan may be satisfied by a Participant, as determined
by the Committee, in cash or, with the consent of the Committee, in whole or in
part by the transfer to the Company of Shares whose Fair Market Value on the
date of such payment is equal to part or all of the outstanding balance of such
loan.
8.5 A loan shall be secured by a pledge of Shares with a Fair Market Value
of not less than the principal amount of the loan. After any repayment of a
loan, pledged Shares no longer required as security may be released to the
Participant.
<PAGE>
8.6 Every loan shall meet all applicable laws, regulations and rules of
the Federal Reserve Board and shall satisfy the applicable laws and regulations
under the Code for imputed interest.
ARTICLE 9 -- ADJUSTMENT UPON CHANGES IN CAPITALIZATION
9.1 In the event of any change in the outstanding Shares of the Company by
reason of a stock dividend, stock split, recapitalization, merger,
consolidation, combination, or exchange of shares or other similar corporate
change, the Committee in its sole discretion shall make such adjustments as it
deems appropriate in the aggregate number and kind of Shares issuable under the
Plan, in the number and kind of Shares covered by Awards made under the Plan,
and in the exercise price of outstanding Options, and such determination shall
be conclusive.
9.2 Any such adjustment in the Shares or other securities subject to
outstanding Incentive Stock Options (including any adjustments in the purchase
price) shall be made in such manner as not to constitute a modification as
defined by Section 424(h)(3) of the Code and only to the extent otherwise
permitted by Sections 422 and 424 of the Code.
9.3 In the event of any liquidation, dissolution, merger, consolidation or
other reorganization (collectively, a "TRANSACTION") of the Company, the
Options and Agreements shall continue in effect in accordance with their
respective terms, except that following a Transaction each Participant shall be
entitled to receive in respect of each Share subject to an Option, as the case
may be, upon exercise of any Option, the same number and kind of stock,
securities, cash, property or other consideration that each holder of a Share
was entitled to receive in the Transaction in respect of a Share.
ARTICLE 10 -- OUTSIDE DIRECTOR OPTIONS
10.1 GENERAL. Notwithstanding any of the other provisions of the Plan to
the contrary, the provisions of this Article shall apply only to grants of
Options to directors of the Company ("Outside Directors") who do not hold a
position of employment with the Company or a Subsidiary besides his or her
position as a director of the Company. Except as set forth in this Article, the
other provisions of the Plan shall apply to grants of Options to Outside
Directors to the extent not inconsistent with this Article. Solely for purposes
of interpreting Article 6 of this Plan, an Outside Director's service as a
member of the Board shall be deemed to be employment with the Company. All
Outside Directors shall receive Nonqualified Stock Options in accordance with
this Article and the Plan, and may not be granted Incentive Stock Options under
this Plan. The purchase price per Share purchasable under Options granted to
Outside Directors shall be the Fair Market Value of a Share on the date of
grant. No Agreement with any Outside Director may alter the provisions of this
Article and no Option granted to an Outside Director may be subject to a
discretionary acceleration of exercisability.
10.2 AUTOMATIC GRANT TO CURRENT OUTSIDE DIRECTORS. Each Outside Director
of the Company on the Effective Date of this Plan who has not been granted an
option to purchase 10,000 Shares under the Company's Stock Option Plan for
Outside Directors in effect immediately prior to the Effective Date of this
Plan, will, without action by the Committee, be granted automatically a
Nonqualified Stock Option to purchase 10,000 Shares at a per share price equal
to the Fair Market Value of a Share on the date of grant.
<PAGE>
10.3 AUTOMATIC GRANT TO NEW OUTSIDE DIRECTORS. Each Outside Director who,
after the Effective Date of this Plan, is elected or appointed to the Board for
the first time and who is not granted an option to purchase 10,000 Shares under
the Company's Stock Option Plan for Outside Directors in effect immediately
prior to the Effective Date of this Plan, will, at the time such Director is so
elected or appointed and duly qualified, be granted automatically, without
action by the Committee, a Nonqualified Stock Option to purchase 10,000 Shares
at a per share price equal to the Fair Market Value of a Share on the date of
grant.
10.4 DISCRETIONARY GRANT TO OUTSIDE DIRECTORS. The Board of Directors of
the Company may, in its discretion, grant additional Nonqualified Stock Options
to Outside Directors subject to the terms and conditions of this Article 10 and
the Plan.
10.5 DECLINING AWARDS. Notwithstanding any automatic grant of an Award
under this Article, an Outside Director may elect, at any time before the Award
would otherwise be made, to decline an automatic Award under this Plan or to
revoke a previous election to decline an automatic Award. An Outside Director
who elects to decline an automatic Award under this Plan shall receive nothing
in lieu of such Award, either at the time of such election or at any time
thereafter.
10.6 DISCRETIONARY GRANT TO EMPLOYEE DIRECTORS. If a Participant is a
director and holds a position of employment with the Company or a Subsidiary
besides his or her position as a director of the Company, the Company may grant
such Participant Options under this Plan as an employee of the Company without
the restrictions of this Article.
ARTICLE 11 -- RELEASE OF FINANCIAL INFORMATION
A copy of the Company's annual report to stockholders shall be delivered
to each Participant if and at the time any such report is distributed to the
Company's stockholders. Upon request, by any Participant, the Company shall
furnish to such Participant a copy of its most recent annual report and each
quarterly report and current report filed under the Exchange Act since the end
of the Company's prior fiscal year.
ARTICLE 12 -- TERMINATION AND AMENDMENT OF THE PLAN
12.1 The Plan shall terminate on the day preceding the tenth anniversary
of its Effective Date, except with respect to Awards outstanding on such date,
and no Awards may be granted thereafter. The Board may sooner terminate or
amend the Plan at any time, and from time to time; PROVIDED, HOWEVER, that,
except as provided in Article 8 hereof, no amendment shall be effective unless
approved by the stockholders of the Company where stockholder approval of such
amendment is required (a) to comply with Rule 16b-3 under the Exchange Act, or
(b) to comply with any other law, regulation or stock exchange rule.
Notwithstanding anything in this Section to the contrary, Article 10 relating
to Options for Directors shall not be amended more than once in any six-month
period, other than to comport with changes in the Code, the Employee Retirement
Income Security Act of 1974, as amended, or the rules or regulations
thereunder.
12.2 Except as provided in Article 9 hereof, rights and obligations under
any Award granted before any amendment of the Plan shall not be adversely
altered or impaired by such amendment, except with the consent of the
Participant.
<PAGE>
ARTICLE 13 -- NON-EXCLUSIVITY OF THE PLAN
The adoption of the Plan by the Board shall not be construed as amending,
modifying or rescinding any previously approved incentive arrangement or as
creating any limitations on the power of the Board to adopt such other
incentive arrangements as it may deem desirable, including, without limitation,
the granting of stock options otherwise than under the Plan, and such
arrangements may be either applicable generally or only in specific cases.
ARTICLE 14 -- LIMITATION OF LIABILITY
As illustrative of the limitations of liability of the Company, but not
intended to be exhaustive thereof, nothing in the Plan shall be construed to:
14.1 give any employee any right to be granted an Award other than at the
sole discretion of the Committee;
14.2 give any person any rights whatsoever with respect to Shares except
as specifically provided in the Plan;
14.3 limit in any way the right of the Company or its Subsidiaries to
terminate the employment of any person at any time; or
14.4 be evidence of any agreement or understanding, expressed or implied,
that the Company, or its Subsidiaries, will employ any person in any particular
position, at any particular rate of compensation or for any particular period
of time.
ARTICLE 15 -- REGULATIONS AND OTHER APPROVALS; GOVERNING LAW
15.1 This Plan and the rights of all persons claiming hereunder shall be
construed and determined in accordance with the laws of the State of Iowa.
15.2 The obligation of the Company to sell or deliver Shares with respect
to Options granted under the Plan shall be subject to all applicable laws,
rules and regulations, including all applicable federal and state securities
laws, and the obtaining of all such approvals by governmental agencies as may
be deemed necessary or appropriate by the Committee.
15.3 Any provisions of the Plan inconsistent with Rule 16b-3 under the
Exchange Act shall be inoperative and shall not affect the validity of the
Plan.
15.4 Except as otherwise provided in Article 12, the Board may make such
changes as may be necessary or appropriate to comply with the rules and
regulations of any government authority or to obtain for Participants granted
Incentive Stock Options, the tax benefits under the applicable provisions of
the Code and regulations promulgated thereunder.
15.5 Each Award is subject to the requirement that, if at any time the
Committee determines, in its absolute discretion, that the listing,
registration or qualification of Shares issuable pursuant to the Plan is
required by any securities exchange or under any state or federal law, or the
consent or approval of any governmental regulatory body is necessary or
desirable as a condition of, or in connection with, the grant of an Award or
the issuance of Shares, no Awards shall be granted or
<PAGE>
payment made or Shares issued, in whole or in part, unless listing,
registration, qualification, consent or approval has been effected or obtained
free of any conditions as acceptable to the Committee.
15.6 In the event that the disposition of Shares acquired pursuant to the
Plan is not covered by a then current registration statement under the
Securities Act and is not otherwise exempt from such registration, such Shares
shall be restricted against transfer to the extent required by the Securities
Act or regulations thereunder, and the Company may place a restrictive legend
on the share certificate indicating such restrictions. Furthermore, the
Committee may require a Participant receiving Shares pursuant to the Plan, as a
condition precedent to receipt of such Shares, to represent to the Company in
writing that the Shares acquired by such Participant are acquired for
investment only and not with a view to distribution.
ARTICLE 16 -- MISCELLANEOUS
16.1 MULTIPLE AGREEMENTS. The terms of each Award may differ from, other
Awards granted under the Plan at the same time, or at any other time. The
Committee may also grant more than one Award to a given Participant during the
term of the Plan, either in addition to, or in substitution for, one or more
Awards previously granted to that Participant. The grant of multiple Awards may
be evidenced by a single Agreement or multiple Agreements, as determined by the
Committee.
16.2 WITHHOLDING OF TAXES.
(a) Whenever the Company proposes to issue or transfer Shares under the
Plan, the Company shall have the right to require the Participant to remit to
the Company prior to the issuance of any stock certificates and to deduct
from any payment of cash to the Participant an amount sufficient to satisfy
any federal, state, and local withholding tax requirements.
(b) Whenever under the Plan payments are to be made in cash, such
payments will be net of an amount sufficient to satisfy any federal, state,
and local withholding tax requirements.
(c) The Participant may satisfy, totally or in part, the obligations
pursuant to Section 16.2(a) by electing to have Shares withheld having a Fair
Market Value equal to the amount of cash required to be withheld. All
elections shall be irrevocable, and be made in writing and signed by the
Participant prior to the day of exercise.
(d) The Agreement evidencing any Incentive Stock Options granted under
this Plan shall provide that if the Participant makes a disposition, within
the meaning of Section 424(c) of the Code and regulations promulgated
thereunder, of any Share or Shares issued to such Participant pursuant to
such Participant's exercise of an Incentive Stock Option, and such
disposition occurs within the two (2) year period commencing on the day after
the date of grant of such Option or within the one (1) year period commencing
on the day after the date of transfer of the Share or Shares to the
Participant pursuant to the exercise of such Option, such Participant shall,
within ten (10) days of such disposition, notify the Company thereof and
thereafter immediately deliver to the Company any amount of federal, state or
local income taxes and other amounts that the Company informs the Participant
the Company is required to withhold.
16.3 DESIGNATION OF BENEFICIARY. Each Participant may, with the consent
of the Committee, designate a person or persons to receive in the event of such
Participant's death, any Award or any
<PAGE>
amount of Shares payable pursuant thereto, to which such Participant would then
be entitled. Such designation shall be made upon forms supplied by and
delivered to the Company and may be revoked or changed in writing. In the event
of the death of a Participant and in the absence of a beneficiary validly
designated under the Plan who is living at the time of such Participant's
death, the Company shall deliver such Options, and/or amounts payable to the
executor or administrator of the estate of the Participant, or if no such
executor or administrator has been appointed (to the knowledge of the Company),
the Company, in its discretion, may deliver such Options, and/or amounts
payable to the spouse or to any one or more dependents or relatives of the
Participant, or if no spouse, dependent or relative is known to the Company,
then to such other person as the Company may designate.
16.4 GENDER AND NUMBER. Except where otherwise indicated by the context,
any masculine term used herein also shall include the feminine; the plural
shall include the singular and the singular shall include the plural.
16.5 SEVERABILITY. In the event any provision of the Plan shall be held
illegal or invalid for any reason, the illegality or invalidity shall not
affect the remaining parts of the Plan, and the Plan shall be construed and
enforced as if the illegal or invalid provision had not been included.
16.6 SUCCESSORS. All obligations of the Company under the Plan, with
respect to Awards granted hereunder, shall be binding on any successor to the
Company, whether the existence of such successor is the result of a direct or
indirect purchase, merger, consolidation, or otherwise, of all or substantially
all of the business and/or assets of the Company.
16.7 SHAREHOLDER APPROVAL. Shareholder approval of this Plan is required
to qualify any Option as an Incentive Stock Option, and if shareholder approval
is not received within twelve (12) months after the Effective Date of this
Plan, any Awards of Incentive Stock Options shall be automatically converted
into Nonqualified Stock Options.
NOW, THEREFORE, this Plan is made effective as of the day, month and year
first above written.
WINNEBAGO INDUSTRIES, INC.
By: /s/ Fred G. Dohrmann
Fred G. Dohrmann, Chief Executive Officer
EXHIBIT 5.1
February 27, 1998
Winnebago Industries, Inc.
P.O. Box 152
Forest City, Iowa 50436
Re: Winnebago Industries, Inc.
Form S-8 Registration Statement
Gentlemen:
We have acted as special counsel for Winnebago Industries, Inc.
("WINNEBAGO"), in connection with the registration statement on Form S-8 (the
"REGISTRATION STATEMENT") of Winnebago which is being filed with the Securities
and Exchange Commission on February 27, 1998 covering up to 2,000,000 shares of
Winnebago's Common Stock, $.50 par value (the "COMMON STOCK"), issuable to
eligible participants in the Winnebago 1997 Stock Option Plan (the "1997 STOCK
OPTION PLAN").
As such counsel, we have examined the Articles of Incorporation and
By-laws of Winnebago, the 1997 Stock Option Plan, the Registration Statement and
such other corporate documents and records and have made such other inquiries as
we have deemed necessary or advisable in order to enable us to render the
opinions hereinafter set forth.
Based on the foregoing, we are of the opinion that:
<PAGE>
1. The shares of Common Stock when sold, issued and delivered
in the manner and for consideration pursuant to the 1997 Stock Option
Plan and as contemplated by the Registration Statement will be validly
issued and outstanding, fully paid and nonaccessable shares of Common
Stock of Winnebago.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Respectfully submitted,
EXHIBIT 23.2
CONSENT OF DELOITTE & TOUCHE LLP
The Board of Directors
Winnebago Industries, Inc.
We consent to the incorporation by reference in this Registration Statement on
Form S-8 pertaining to the Winnebago Industries, Inc. 1997 Stock Option Plan of
our report dated October 21, 1997 with respect to the consolidated financial
statements and schedule of Winnebago Industries, Inc. and subsidiaries included
in its Annual Report (Form 10-K) for the year ended August 30, 1997, filed with
the Securities and Exchange Commission.
DELOITTE & TOUCHE LLP
Minneapolis, Minnesota
February 27, 1998
