UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ____)*
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
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 23, 2004
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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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
|X|
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).
SCHEDULE 13D
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CUSIP NO. 479254 10 4 PAGE 2 OF 6 PAGES
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
H. Fisk Johnson
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
2 (b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
Not applicable
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
NUMBER 274,405 shares (1)
OF
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SHARES 8 SHARED VOTING POWER
BENEFICIALLY 191,519 shares (2)
OWNED
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BY 9 SOLE DISPOSITIVE POWER
EACH 274,405 shares (1)
REPORTING
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PERSON 10 SHARED DISPOSITIVE POWER
WITH 191,519 shares (2)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
465,924 shares (1)(2)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3% of the Class A Common Stock (1)(2)(3)
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14 TYPE OF REPORTING PERSON (See Instructions)
IN
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(1) Includes options to acquire 161,667 shares of Class A Common Stock.
(2) Includes 22,784 shares of Class B Common Stock beneficially owned by the
Reporting Person that are convertible at any time into Class A Common Stock on a
one share-for-one share basis.
(3) Based on 7,446,528 shares of Class A Common Stock and 1,222,297 shares of
Class B Common Stock (convertible into shares of Class A Common Stock on a one
share-for-one share basis) of Johnson Outdoors Inc. outstanding as of January
31, 2004, as reported on the Johnson Outdoors Inc. Form 10-Q for the fiscal
quarter ended January 2, 2004 filed with the Securities and Exchange Commission
on February 17, 2004, and 161,667 options held by the Reporting Person to
purchase shares of Class A Common Stock that are exercisable within 60 days.
SCHEDULE 13D
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CUSIP NO. 479254 10 4 PAGE 3 OF 6 PAGES
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THIS SCHEDULE 13D is filed by H. Fisk Johnson (the "Reporting
Person"). This Schedule 13D replaces and amends the Schedule 13G filed by the
Reporting Person on July 18, 2003.
ITEM 1. SECURITY AND ISSUER.
Class A Common Stock, par value $.05 per share
Johnson Outdoors Inc. (the "Company")
555 Main Street
Racine, Wisconsin 53403
ITEM 2. IDENTITY AND BACKGROUND.
(a) - (b) H. Fisk Johnson
555 Main Street
Racine, Wisconsin 53403
(c) Chairman of the Board of S.C. Johnson & Son
(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) The Reporting Person is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Not applicable.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Person initially acquired his shares of the Class A
Common Stock and Class B Common Stock for investment purposes.
On February 20, 2004, the Company issued a press release to announce
that Samuel C. Johnson and Helen P. Johnson-Leipold had submitted a non-binding
proposal to acquire the outstanding shares of the Company not already owned by
them or any member of their family or entities controlled by them. On March 19,
2004, the Company issued a press release to announce that Samuel C. Johnson and
Helen P. Johnson-Leipold extended their non-binding proposal for an additional
sixty days. The Reporting Person is a member of Mr. Johnson's and Ms.
Johnson-Leipold's extended family. At this time, the Reporting Person is
considering his alternatives with respect to the non-binding proposal and how
such alternatives may affect his stockholdings in the Company. These
alternatives may include one or more of the actions enumerated in paragraphs (a)
through (j) of Item 4 of Schedule 13D.
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:
SCHEDULE 13D
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CUSIP NO. 479254 10 4 PAGE 4 OF 6 PAGES
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Reporting Person Sole Voting and Shared Voting and Aggregate Beneficial Percentage of
Dispositive Power Dispositive Power Ownership Outstanding Shares
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H. Fisk Johnson 274,405 (1) 191,519 (2) 443,140 (1)(2) 5.3% (1)(2)(3)
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(1) Includes options to acquire 161,667 shares of Class A Common Stock.
(2) Includes 22,784 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.
(3) Based on 7,446,528 shares of Class A Common Stock and 1,222,297 shares of
Class B Common Stock (convertible into shares of Class A Common Stock on a one
share-for-one share basis) of the Company outstanding as of January 31, 2004, as
reported on the Company's Form 10-Q for the fiscal quarter ended January 2, 2004
filed with the Securities and Exchange Commission on February 17, 2004, and
161,667 options held by the Reporting Person to purchase shares of Class A
Common Stock that are exercisable within 60 days.
The Reporting Person shares voting and dispositive power with
respect to certain shares with Helen P. Johnson and Johnson Trust Company.
Certain information with respect to such persons is set forth below:
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Name and Business Address Principal Occupation and Employment Name, Address and Principal Business
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Helen P. Johnson-Leipold Chairman and Chief Executive Johnson Outdoors Inc.
555 Main Street Officer of the Company
Racine, Wisconsin 53403
Citizenship: United States
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Johnson Bank Not Applicable Bank and Trust Company
555 Main Street
Racine, WI 53403
State of Organization: Wisconsin
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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)-(e). Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
On July 8, 2003, the Reporting Person entered into an Option Agreement
(the "Option Agreement") with the Samuel C. Johnson 1988 Trust Number 1 dated
September 14, 1998, as amended and restated (the "Trust"). Pursuant to the
Option Agreement, the Reporting Person was granted an option to purchase 161,667
shares of the Company's Class A Common Stock from the Trust for an exercise
price of $13.04 per share. The option is exercisable as of July 8, 2003 and
expires on January 7, 2005. As consideration for this option, the Reporting
Person paid $373,161 by means of a promissory note (the "Promissory Note").
Under the Promissory Note, the Reporting Person is obligated to pay the Trust
SCHEDULE 13D
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CUSIP NO. 479254 10 4 PAGE 5 OF 6 PAGES
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the sum of $373,161, together with interest on the outstanding principal balance
at a rate of 1.23% per annum until the Promissory Note is paid in full. All
outstanding interest and principal is due and payable on January 7, 2005. The
Reporting Person may prepay the Promissory Note without penalty.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
Exhibit No. Title
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99.1 Option Agreement, dated as of July 8, 2003.
99.2 Promissory Note, dated as of July 8, 2003.
99.3 Letter to the Board of Directors of the
Company, dated as of February 20, 2004,
delivered by Samuel C. Johnson and Helen P.
Johnson-Leipold (incorporated by reference
to Exhibit 99.2 of the Company's Form 8-K
filed with the Securities and Exchange
Commission on February 20, 2004).
99.4 Extension Letter to the Board of Directors
of the Company, dated as of March 19, 2004,
delivered by Samuel C. Johnson and Helen
Johnson-Leipold (incorporated by reference
to Exhibit 99.4 of Amendment No. 1 to the
Schedule 13D filed by Samuel C. Johnson and
Helen Johnson-Leipold on March 19, 2004).
SCHEDULE 13D
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CUSIP NO. 479254 10 4 PAGE 6 OF 6 PAGES
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: March 23, 2004 /s/ H. Fisk Johnson
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H. Fisk Johnson
EXHIBIT 99.1
OPTION AGREEMENT
For good and valuable consideration, receipt of which is hereby
acknowledged, I, as trustee of the Samuel C. Johnson 1988 Trust Number 1 dated
September 14, 1988, as amended and restated (the "trust"), grant to each of my
children, S. Curtis Johnson ("Curt"), Helen Johnson-Leipold ("Helen"), H. Fisk
Johnson ("Fisk") and Winifred J. Marquart ("Win") and their respective
successors and assigns, an option (the "option") to purchase certain assets from
the trust (or from its successor or successors in interest) in the amounts and
upon the terms and conditions set forth below:
1. The option shall cover Nine Hundred Seventy Thousand and One (970,001)
shares of Class A common stock of Johnson Outdoors, Inc., a Wisconsin
corporation, or of any successor to its business (the "option assets")
owned by the trust (or by its successor or successors in interest) at the
date the option may first be exercised,
2. The option may first be exercised upon the date of the execution of this
Agreement, and may be exercised thereafter at any time during the period
indicated in the "Term" column in paragraph 3, below, terminating at 11:59
p.m. Central Time on the final day as indicated in such Term column, that
date being January 7, 2005 (the "option period"). The option shall consist
of the right to purchase an option asset at any time during the option
period, subject to the conditions described below.
3. The option assets described above may be acquired by my said children as
provided in the following schedule:
No. of Class
A Shares
Child Option Asset Strike Price Term Consideration
----- ------------ ------------ ---- -------------
Helen 485,000 $13.04 548 days $1,119,480
Curt 161,667 $13.04 548 days $ 373,161
Fisk 161,667 $13.04 548 days $ 373,161
Win 161,667 $13.04 548 days $ 373,161
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TOTAL 970,001 $2,238,963
Accordingly, each child may exercise his or her option with respect to the
number of shares shown opposite his or her name. A child of mine may assign
his or her right to exercise the option granted hereunder, in whole or in
part, to: (i) any other of my descendants, (ii) a trust for the benefit of
any one or more of my descendants;
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and (iii) a corporation or partnership, a majority of the value of which is
owned (directly or indirectly through ownership in one or more corporations
or partnerships) by any one or more of my descendants or by a trust for the
benefit of any one or more of my descendants. Any exercise of an option
hereunder must be for all the shares the optionee or assignee of an
optionee is then entitled to purchase. The guardian or personal
representative of a descendant of mine shall be eligible to exercise the
option otherwise exercisable by a descendant of mine without a formal
assignment. Written notice of an assignment allowed hereunder shall be
lodged with the trust records.
4. The price per share to be paid for an asset acquired by exercise of an
option granted under paragraph 2 above shall be at the dollar price
indicated for each option holder in the "Strike Price" column opposite his
or her name in paragraph 3, above.
5. The purchase price for an asset purchased pursuant to the option granted
hereunder shall, at the option of the purchaser, be paid in cash at the
closing, in-kind with shares of Class A common stock of Johnson Outdoors,
Inc. (or any successor to its business), by an installment note of the
purchaser payable in not more than fifteen annual installments (which, at
the option of the purchaser, may be repaid as to principal, interest or
both in cash, in-kind as described above or any combination of the two) or
by a combination of the foregoing. Any installment note issued pursuant to
the provisions of this paragraph 5 shall bear interest at the "applicable
federal rate" compounded annually for such note determined under Internal
Revenue Code Section 1274(d) or any successor provision ("applicable
federal rate"), and shall be secured by the asset purchased or otherwise in
an amount acceptable to the seller. Accrued interest on such note shall be
payable annually.
6. This option shall be binding on the trustee and upon each successor
trustee. It is my intention that if, upon my death during the option
period, assets described in paragraph 1 are allocated to one or more trusts
for the benefit of my said wife, the option granted herein shall apply to
option assets then held in such one or more trusts for the benefit of my
said wife for an option acquired hereunder.
Each child's consideration for an option acquired hereunder shall, at the
option of the child, be paid in cash, in-kind with shares of Class A common
stock of Johnson Outdoors, Inc. (or any successor to its business), by an
installment note (which may be repaid, at the option of the child, in cash,
in-kind as described above or any combination of the two), or by a
combination of the foregoing, by each child within ten business days from
the date of the execution of this Agreement. Any installment note issued
pursuant to the provision of this paragraph 6 shall be for a term not to
exceed eighteen months from the date of the execution of this Agreement and
shall bear interest at the applicable federal rate compounded annually.
Such interest shall not be payable until the due date of said note.
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7. This Agreement shall supercede all other option agreements entered into
by the parties hereto prior to the date of the execution of this Agreement
regarding the purchase of shares of Class A common stock of Johnson
Outdoors, Inc. (or any successor to its business), including, without
limitation, the two separate Option Agreements dated December 26, 1995 and
June 27, 2003, respectively, between and among the parties hereto, but only
to the extent that such agreement or agreements pertain to the option
assets. This Agreement shall not supercede the other Option Agreements
dated as of the date hereof related to the purchase of shares of Class A
common stock of Johnson Outdoors, Inc. (or any successor to its business).
9. This option agreement may be executed in one or more counterparts, which
shall together constitute the entire agreement.
DATE: July 8, 2003 SAMUEL C. JOHNSON 1988 TRUST #1
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By: /s/ Samuel C. Johnson
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As its trustee
DATE: July 8, 2003 /s/ S. Curtis Johnson
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S. Curtis Johnson
DATE: July 8, 2003 /s/ Helen Johnson-Leipold
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Helen Johnson-Leipold
DATE: July 8, 2003 /s/ H. Fisk Johnson
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H. Fisk Johnson
DATE: July 8, 2003 /s/ Winifred J. Marquart
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Winifred J. Marquart
-3-
EXHIBIT 99.2
PROMISSORY NOTE
$373,161 JULY 8, 2003
FOR VALUE RECEIVED, the undersigned, H. Fisk Johnson, an individual,
(Borrower), hereby promises to pay to the order of Samuel C. Johnson, not
individually, but as Trustee of the Samuel C. Johnson 1988 Trust Number 1 dated
September 14, 1988, as amended and restated (Lender), the sum of Three Hundred
Seventy-Three Thousand One Hundred Sixty-One Dollars and NO Cents ($373,161),
together with interest on the outstanding principal balance at a rate of 1.23%
per annum until this Note is paid in full.
All outstanding interest and principal shall be due and payable on
January 7, 2005. Interest shall accrue at the applicable federal rate in effect
from time to time on any interest or principal which remains unpaid after
fifteen (15) days from such due date.
This Note is delivered in exchange for an option to purchase shares of
Class A common stock of Johnson Outdoors, Inc. (or any successor to its
business), described in that certain Option Agreement dated as of July 8, 2003.
Interest and/or principal may be paid to Lender to satisfy this Note as provided
above in cash, in-kind with shares of Class A common stock of Johnson Outdoors,
Inc. (or any successor to its business), or any combination thereof.
Borrower may at any time prior to the maturity date prepay any part or
all of the principal amount without penalty, provided that such prepayment shall
be accompanied by a payment of the interest accrued to the date of such
prepayment on the principal amount which is being prepaid.
All payments made hereunder, including any prepayments, shall be deemed
to have been made on the date of receipt by Lender. All payments shall be made
to Lender at 555 Main Street, Suite 500, Racine, Wisconsin 53403, or at such
other place as Lender may from time to time designate in a written notice to
Borrower.
The internal laws of the State of Wisconsin shall govern and control
the construction, enforceability, validity and interpretation of this Note.
The parties hereto waive presentment for payment, notice of dishonor,
protest and notice of protest.
IN WITNESS WHEREOF, Borrower has signed and delivered this Note as of
the day and year first above written.
/s/ H. Fisk Johnson
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H. Fisk Johnson