Winnebago Industries, Inc. Form 8-K dated May 17, 2006
 
 


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported)    May 17, 2006

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

Iowa 001-06403 42-0802678
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation)   Identification No.)
 
P.O. Box 152, Forest City, Iowa 50436
(Address of Principal Executive Offices)   (Zip Code)

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

___________________________________________________________________
(Former Name or Former Address, if Changed Since Last Report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


 
 


Item 1.01    Entry into a Material Definitive Agreement.

        (a)   On May 17, 2006, Winnebago Industries, Inc. (the “Company”) adopted Amendment No. 2 to Winnebago Industries, Inc. Rights Plan Agreement to permit Royce & Associates, LLC, its affiliates and associates (“Royce”), to be the beneficial owner of up to 20 percent of the Company’s outstanding shares of common stock, provided that Royce, in its filings under the Securities Exchange Act of 1934, as amended, does not state any present intention to hold shares of the Company’s common stock with the purpose or effect of changing or influencing the control of the Company.

Item 9.01    Financial Statements and Exhibits.

        (d)    Exhibits

  Exhibit
Number		 Description
 
    99.1 Amendment No. 2 to Winnebago Industries, Inc. Rights Plan Agreement, dated as of May 17, 2006  


SIGNATURES

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

Date: May 23, 2006   WINNEBAGO INDUSTRIES, INC.  
 
  By:        /s/   Bruce D. Hertzke                                                               
  Name:   Bruce D. Hertzke 
  Title:     Chief Executive Officer 









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