UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)*
JOHNSON OUTDOORS INC.
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(Name of Issuer)
Class A Common Stock, par value $.05 per share
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(Title of Class of Securities)
479254 10 4
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(CUSIP Number)
Linda L. Sturino, 555 Main Street, Suite 500, Racine,
Wisconsin 53403 - (262) 260-4046
--------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
July 8, 2003
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See ss.240.13d-7 for
other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 479254 10 4 Page 2 of 7 Pages
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1 NAME OF REPORTING PERSON
Samuel C. Johnson
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
Not Applicable
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
Not Applicable
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF 7 SOLE VOTING POWER
SHARES 2,473,239 (1)(2)
--- ------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,135,330 (1)
--- ------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 2,473,239 (1)(2)
--- ------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 1,135,330 (1)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,608,569 (1)(2)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [ ]
Not Applicable
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
43.6%
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14 TYPE OF REPORTING PERSON
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT.
(1) Takes into account shares of Class B Common Stock beneficially owned by the
reporting person which are convertible at any time into Class A Common
Stock on a one share-for-one share basis.
(2) Includes options to acquire shares of Class A Common Stock that are
exercisable within 60 days.
Item 1. Security and Issuer.
-------------------
Class A Common Stock, par value $.05 per share
Johnson Outdoors Inc.
555 Main Street
Racine, Wisconsin 53403
Item 2. Identity and Background.
-----------------------
This statement is being filed by Samuel C. Johnson. Certain information
regarding the foregoing person is set forth below.
(a)-(b) Name and Business Address
-------------------------
Samuel C. Johnson
555 Main Street
Racine, Wisconsin 53403
(c) Principal Occupation and Employment
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Retired.
(d)-(e) During the last five years, the reporting person has not been
convicted in a criminal proceeding or been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to federal
or state securities laws or finding any violation with respect to such laws.
(f) Citizenship
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United States
Item 3. Source and Amount of Funds or Other Consideration.
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Not applicable.
Item 4. Purpose of Transaction.
----------------------
The reporting person has no plans or proposals which relate to or would
result in:
(a) The acquisition by any person of additional securities of the company,
or the disposition of securities of the company;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the company or any of its subsidiaries;
Page 3 of 7
(c) A sale or transfer of a material amount of assets of the company or any
of its subsidiaries;
(d) Any change in the present board of directors or management of the
company, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend policy of
the company;
(f) Any other material change in the company's business or corporate
structure;
(g) Changes in the company's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
company by any other person;
(h) Causing a class of securities of the company to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of the company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
------------------------------------
(a)-(b) Information concerning the amount and percentage of shares of Class
A Common Stock beneficially owned by the reporting person is set forth below:
Percentage of
Outstanding Shares
Reporting Sole Voting and Shared Voting and Aggregate of Class A
Person Dispositive Power Dispositive Power Beneficial Ownership Common Stock
------ ----------------- ----------------- -------------------- ------------
Samuel C. Johnson 2,473,239 (1)(2) 1,135,330 (1) 3,608,569 (1)(2) 43.6% (1)(2)(3)
_______________
(1) Includes shares of Class B Common Stock which are convertible at any time
on a one share-for-one share basis into shares of Class A Common Stock.
(2) Includes options to acquire 8,611 shares of Class A Common Stock that are
exercisable within 60 days.
(3) Based on 7,211,649 shares of Class A Common Stock outstanding on July 7,
2003 and 1,062,330 shares of Class B Common Stock beneficially owned by the
reporting person.
Page 4 of 7
Mr. Johnson may be deemed to share voting and dispositive power with
respect to certain shares with Imogene P. Johnson, Helen P. Johnson-Leipold, S.
Curtis Johnson, JWA Consolidated, Inc. and Johnson Trust Company. Certain
information with respect to such persons is set forth below:
Name and Principal Occupation Name, Address
Business Address and Employment and Principal Business
---------------- -------------- ----------------------
Johnson Trust Company Not Applicable Bank and Trust Company
555 Main Street
Racine, WI 53403
State of Organization: Wisconsin
Imogene P. Johnson None None
555 Main Street
Racine, WI 53403
Citizenship: United States
Helen P. Johnson-Leipold Chairman and Johnson Outdoors Inc.
555 Main Street Chief Executive Officer 555 Main Street
Racine, WI 53403 Racine, WI 53403
Citizenship: United States
Manufacturer and marketer of
recreational products.
JWA Consolidated, Inc. Not Applicable Holding company for purposes of owning
555 Main Street stock of Company.
Racine, WI 53403
State of Organization: Delaware
S. Curtis Johnson Chairman-Worldwide Johnson Diversey
555 Main Street Professional 1326 Willow Road
Racine, WI 53403 Sturtevant, WI 53177
Citizenship: United States
During the last five years, none of the above persons has been convicted in
a criminal proceeding or has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to federal or
state securities laws or finding any violation with respect to such laws.
(c) On July 8, 2003, for aggregate consideration of $2,238,963, the Samuel
C. Johnson 1988 Trust Number 1 dated September 14, 1988, as amended and restated
(the "Trust"), granted to each of Helen P. Johnson-Leipold, S. Curtis Johnson,
H. Fisk Johnson and Winifred J. Marquart an option to purchase shares of Johnson
Outdoors Inc.'s (the
Page 5 of 7
"Company") Class A Common Stock, par value $.05 per share
(the "Class A Common Stock"), from the Trust for an exercise price of $13.40 per
share (the "Option Agreement"). No other transactions have been effected during
the past 60 days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
---------------------------
See Item 6 in Amendment No. 4 to Schedule 13D filed on August 18,
1997.
Pursuant to the Option Agreement, Helen P. Johnson-Leipold was granted
an option with an exercise price of $13.04 to purchase 485,000 shares
of the Company's Class A Common Stock; and each of S. Curtis Johnson,
H. Fisk Johnson and Winifred J. Marquart was granted an option with an
exercise price of $13.04 to purchase 161,667 shares of the Company's
Class A Common Stock. Each option is exercisable as of July 8, 2003
and expires on January 7, 2005. Mr. Johnson is the sole trustee of the
Trust. The Option Agreement is attached as an exhibit to this
Amendment No. 11 to the Schedule 13D and is incorporated by reference
into this Schedule 13D.
Item 7. Material to be Filed as Exhibits.
--------------------------------
(a) Johnson Outdoors Inc. Class B Common Stock Voting Trust (Filed
with Amendment No. 4 to Schedule 13D filed on August 18, 1997)
(b) Option Agreement, dated July 8, 2003, by and among the Samuel C.
Johnson 1988 Trust Number 1 dated September 14, 1988, as amended
and restated, Helen P. Johnson-Leipold, S. Curtis Johnson, H.
Fisk Johnson and Winifred J. Marquart.
(c) Power of Attorney
Page 6 of 7
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: July 9, 2003
Samuel C. Johnson
/s/ Linda L. Sturino
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By Linda L. Sturino, attorney-in-fact
and
/s/ Jane M. Hutterly
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By Jane M. Hutterly, attorney-in-fact
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