UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)*
JOHNSON OUTDOORS INC.
--------------------------------------------------------------------------------
(Name of Issuer)
Class A Common Stock, par value $.05 per share
--------------------------------------------------------------------------------
(Title of Class of Securities)
479254 10 4
--------------------------------------------------------------------------------
(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)
May 22, 2004
--------------------------------------------------------------------------------
(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
|_|
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
------------------------------------ ----------------------------------
CUSIP NO. 479254 10 4 PAGE 2 OF 9 PAGES
------------------------------------ ----------------------------------
---------- ---------------------------------------------------------------------
NAME OF REPORTING PERSON
1 Helen P. Johnson-Leipold
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
---------- ---------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
2 (a) [ x]
(b) [ ]
---------- ---------------------------------------------------------------------
3 SEC USE ONLY
---------- ---------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
SC and BK
---------- ---------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
---------- ---------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
---------------------------- -------- ------------------------------------------
7 SOLE VOTING POWER
NUMBER 808,155 shares (1)(2)
OF
-------- ------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 1,329,308 shares (2)
OWNED
-------- ------------------------------------------
BY 9 SOLE DISPOSITIVE POWER
EACH 808,155 shares (1)(2)
REPORTING
-------- ------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 1,329,308 shares (2)
---------- ---------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,137,463 shares (1)(2)
---------- ---------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions) |X|
See Item 5
---------- ---------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.7% of the Class A Common Stock (1)(2)(3)
---------- ---------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN
---------- ---------------------------------------------------------------------
(1) Includes options to acquire 655,000 shares of Class A Common Stock
that are exercisable within 60 days and the 3,643 shares of Class A Common Stock
held in the Reporting Person's 401(k) plan as of November 1, 2003.
(2) Includes 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.
(3) Based on 7,553,084 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
April 14, 2004, as reported on the Johnson Outdoors Inc. Form 10-Q for the
fiscal quarter ended April 2, 2004 filed with the Securities and Exchange
Commission on May 17, 2004, and 655,000 options held by Ms. Johnson-Leipold to
purchase shares of Class A Common Stock that are exercisable within 60 days.
SCHEDULE 13D
------------------------------------ ----------------------------------
CUSIP NO. 479254 10 4 PAGE 3 OF 9 PAGES
------------------------------------ ----------------------------------
---------- ---------------------------------------------------------------------
NAME OF REPORTING PERSON
1 Imogene P. Johnson
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
---------- ---------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
2 (a) [ x]
(b) [ ]
---------- ---------------------------------------------------------------------
3 SEC USE ONLY
---------- ---------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
SC and BK
---------- ---------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
---------- ---------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
---------------------------- -------- ------------------------------------------
7 SOLE VOTING POWER
NUMBER 32,288 shares
OF
-------- ------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 3,416,859 shares (1)
OWNED
-------- ------------------------------------------
BY 9 SOLE DISPOSITIVE POWER
EACH 32,288 shares
REPORTING
-------- ------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 3,416,859 shares (1)
---------- ---------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,449,147 shares (1)
---------- ---------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) |_|
See Item 5
---------- ---------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.3% of the Class A Common Stock (1)(2)
---------- ---------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN
---------- ---------------------------------------------------------------------
(1) Includes 1,062,330 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) Based on 7,553,084 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
April 14, 2004, as reported on the Johnson Outdoors Inc. Form 10-Q for the
fiscal quarter ended April 2, 2004 filed with the Securities and Exchange
Commission on May 17, 2004.
SCHEDULE 13D
------------------------------------ ----------------------------------
CUSIP NO. 479254 10 4 PAGE 4 OF 9 PAGES
------------------------------------ ----------------------------------
---------- ---------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Samuel C. Johnson 1988 Trust Number One u/a September 14, 1988
20-6217605
---------- ---------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
2 (a) [ x]
(b) [ ]
---------- ---------------------------------------------------------------------
3 SEC USE ONLY
---------- ---------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
SC and BK
---------- ---------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
---------- ---------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Wisconsin
---------------------------- -------- ------------------------------------------
7 SOLE VOTING POWER
NUMBER 0 shares
OF
-------- ------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 3,416,859 shares (1)
OWNED
-------- ------------------------------------------
BY 9 SOLE DISPOSITIVE POWER
EACH 0 shares
REPORTING
-------- ------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 3,416,859 shares (1)
---------- ---------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,416,859 shares (1)
---------- ---------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) |X|
See Item 5
---------- ---------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38.9% of the Class A Common Stock (1)(2)
---------- ---------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
OO*
---------- ---------------------------------------------------------------------
*The Reporting Person is a trust.
(1) Includes 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) Based on 7,553,084 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
April 14, 2004, as reported on the Johnson Outdoors Inc. Form 10-Q for the
fiscal quarter ended April 2, 2004 filed with the Securities and Exchange
Commission on May 17, 2004.
SCHEDULE 13D
------------------------------------ ----------------------------------
CUSIP NO. 479254 10 4 PAGE 5 OF 9 PAGES
------------------------------------ ----------------------------------
THIS AMENDMENT NO. 3 TO SCHEDULE 13D is filed jointly by Helen P.
Johnson-Leipold ("Ms. Johnson-Leipold"), Imogene P. Johnson ("Ms. Johnson") and
the Samuel C. Johnson 1988 Trust Number One u/a September 14, 1988 (the "1988
Trust"). In this Amendment No. 3 to Schedule 13D, Ms. Johnson-Leipold, Ms.
Johnson and the 1988 Trust are sometimes individually referred to as a
"Reporting Person" and collectively referred to herein as the "Reporting
Persons". The Reporting Persons are making this single, joint filing because
they may be deemed to constitute a "group" within the meaning of Section
13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Act"), with
respect to the transaction described in Item 4 of this Schedule 13D and thus are
eligible to make a joint filing under Rule 13d-1(k) promulgated under the Act.
Except as expressly set forth in this Schedule 13D, each Reporting Person
disclaims beneficial ownership of the shares of Class A Common Stock
beneficially owned by the other Reporting Person or any other person. The
agreement between the Reporting Persons relating to the joint filing of this
Schedule 13D is attached hereto as Exhibit 99.6. This filing shall serve to
amend and supplement the Amendment No. 2 to Schedule 13D filed by Ms. Johnson
and Mr. Samuel C. Johnson (formerly a Reporting Person, "Mr. Johnson") with the
Securities and Exchange Commission (the "SEC") on May 21, 2004 and shall also
serve to amend Ms. Johnson's Schedule 13D most recently amended by Amendment No.
2 filed with the SEC on March 23, 2004.
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 is hereby amended and restated in its entirety to read
as follows:
(a) - (b) Ms. Johnson-Leipold
555 Main Street
Racine, Wisconsin 53403
Ms. Johnson
555 Main Street
Racine, Wisconsin 53403
The 1988 Trust
555 Main Street
Racine, Wisconsin 53403
(c) Ms. Johnson-Leipold - Chairman and Chief Executive
Officer of the Company.
Johnson Outdoors Inc.
555 Main Street
Racine, Wisconsin 53403
Manufacturer and marketer of recreational products.
Ms. Johnson - None
The 1988 Trust - Not applicable
(d) - (e) During the last five years, neither of the Reporting
Persons has 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.
SCHEDULE 13D
------------------------------------ ----------------------------------
CUSIP NO. 479254 10 4 PAGE 6 OF 9 PAGES
------------------------------------ ----------------------------------
(f) Ms. Johnson-Leipold and Ms. Johnson are both citizens of the
United States. The 1988 Trust is organized under the laws of the
State of Wisconsin.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is hereby amended as follows:
On May 22, 2004 Samuel C. Johnson passed away, as a result of which the
1988 Trust, which directly and indirectly holds shares of Class A Common Stock
and Class B Common Stock reported herein on pages 3 and 4, became irrevocable.
Ms. Johnson became successor co-trustee of and advisor to the 1988 Trust, with
authority to participate in, and direct the vote of Company stock held therein
in connection with, the Proposal (defined below). Ms. Johnson and the 1988 Trust
join this filing as Reporting Persons in support of the February 20, 2004
proposal (the "Proposal") of Ms. Johnson-Leipold and Mr. Johnson, as extended,
to acquire all of the outstanding shares of Class A Common Stock and Class B
Common Stock of the Company not already owned by the Reporting Persons, members
of their family, or entities controlled by the Reporting Persons or members of
their family (the "Shares").
As previously disclosed, the Reporting Persons may consider various
alternatives to accomplish the completion of the acquisition of the Shares,
including, but not limited to, by means of a tender offer, recapitalization,
amendments to the charter, or other actions permitted under applicable law.
As previously disclosed, the Reporting Persons may also consider
various alternative courses of action with respect to the operations, control or
ownership of the Company, including, without limitation, taking such action as
is necessary to delist the Company from all national securities exchanges and
terminate the obligation to file periodic statements in accordance with the Act.
The Reporting Persons reserve the right to acquire additional shares of capital
stock of the Company or to dispose of all or some of their shares of the Company
common stock through privately negotiated and/or open market transactions or to
pursue other types of strategic transactions involving the Company.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended and restated in its entirety to read as
follows:
(a)-(b) Information concerning the amount and percentage of shares of
Class A Common Stock beneficially owned by the Reporting Persons is set forth
below:
---------------------------- --------------------- ---------------------- ------------------------- -----------------------
Reporting Person Sole Voting and Shared Voting and Aggregate Beneficial Percentage of
Dispositive Power Dispositive Power Ownership Outstanding Shares
---------------------------- --------------------- ---------------------- ------------------------- -----------------------
Ms. Johnson-Leipold 808,155 (1)(2) 1,329,308 (1)(4) 2,137,463 22.7%
(1)(2)(4)(5)(7) (1)(2)(3)(4)(5)(7)
---------------------------- --------------------- ---------------------- ------------------------- -----------------------
Ms. Johnson 32,288 3,416,859 (1)(4) 3,449,147 (1)(4)(6) 39.3% (1)(3)(4)(6)
---------------------------- --------------------- ---------------------- ------------------------- -----------------------
The 1988 Trust 0 3,416,859 (1)(4) 3,416,859 (1)(4)(5)(6) 38.9%(1)(3)(4)(5)(6)
---------------------------- --------------------- ---------------------- ------------------------- -----------------------
(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 655,000 shares of Class A Common Stock, which
options are exercisable within 60 days, and 3,643 shares of Class A Common Stock
held in Ms. Johnson-Leipold's 401(k) plan as of November 1, 2003.
(3) Based on 7,553,084 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
SCHEDULE 13D
------------------------------------ ----------------------------------
CUSIP NO. 479254 10 4 PAGE 7 OF 9 PAGES
------------------------------------ ----------------------------------
Outdoors Inc. outstanding as of April 14, 2004, as reported on the Johnson
Outdoors Inc. Form 10-Q for the fiscal quarter ended April 2, 2004 filed with
the Securities and Exchange Commission on May 17, 2004, and with respect to Ms.
Johnson-Leipold, 655,000 options to purchase shares of Class A Common Stock held
by Ms. Johnson-Leipold that are exercisable within 60 days.
(4) Ms. Johnson-Leipold, Ms. Johnson and the 1988 Trust share voting and
dispositive power over these shares through various trusts, partnerships or
other entities with S. Curtis Johnson, H. Fisk Johnson, JWA Consolidated, Inc.
and Johnson Bank. Certain information with respect to such persons is set forth
below:
------------------------------------------ ------------------------------------ --------------------------------------
Name and Business Address Principal Occupation and Employment Name, Address and Principal Business
------------------------------------------ ------------------------------------ --------------------------------------
S. Curtis Johnson Chairman-Worldwide Johnson Diversey
555 Main Street Professional 1326 Willow Road
Racine, WI 53403 Sturtevant, WI 53177
Citizenship: United States
------------------------------------------ ------------------------------------ --------------------------------------
H. Fisk Johnson Chairman S.C. Johnson & Son
555 Main Street Chairman of the Board 1525 Howe Street
Racine, WI 53403 Racine, WI 53403-2236
Citizenship: United States
------------------------------------------ ------------------------------------ --------------------------------------
JWA Consolidated, Inc. Not Applicable Holding company for purposes of
555 Main Street owning stock of the Company
Racine, WI 53403
State of Organization: Delaware
------------------------------------------- ------------------------------------ --------------------------------------
Johnson Bank Not Applicable Bank and Trust Company
555 Main Street
Racine, WI 53403
State of Organization: Wisconsin
------------------------------------------ ------------------------------------ --------------------------------------
(5) Excludes 32,288 shares beneficially owned solely by Ms. Johnson as to which
Ms. Johnson-Leipold and the 1988 Trust disclaim beneficial ownership
(6) Excludes 808,155 shares beneficially owned solely by Ms. Johnson-Leipold as
to which Ms. Johnson and the 1988 Trust disclaim beneficial ownership.
(7) Excludes 2,379,529 shares beneficially owned by the 1988 Trust and Ms.
Johnson as to which Ms. Johnson-Leipold disclaims beneficial ownership.
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.
SCHEDULE 13D
------------------------------------ ----------------------------------
CUSIP NO. 479254 10 4 PAGE 8 OF 9 PAGES
------------------------------------ ----------------------------------
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
Item 7 is hereby amended as follows:
Exhibit No. Title
----------- -----
99.6. Joint Filing Agreement.
SCHEDULE 13D
------------------------------------ ----------------------------------
CUSIP NO. 479254 10 4 PAGE 9 OF 9 PAGES
------------------------------------ ----------------------------------
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: June 2, 2004 /s/ Helen P. Johnson-Leipold
---------------------------------
Helen P. Johnson-Leipold
Dated: June 2, 2004 /s/ Imogene P. Johnson
---------------------------------
Imogene P. Johnson
Dated: June 2, 2004 Samuel C. Johnson 1988 Trust
Number One u/a September 14, 1988
/s/ Imogene P. Johnson
---------------------------------
Imogene P. Johnson, co-Trustee
EXHIBIT 99.6
JOINT FILING AGREEMENT
The undersigned hereby agree that this Amendment No. 3 to the statement
on Schedule 13D, with respect to Class A Common Stock of Johnson Outdoors Inc.,
a Wisconsin corporation, is, and any further amendments to the Schedule 13D
signed by each of the undersigned shall be, filed on behalf of each of us
pursuant to and in accordance with the provisions of Rule 13d-1(k)(2)
promulgated under the Securities Exchange Act of 1934, as amended. The
undersigned acknowledge that each shall be responsible for the timely filing of
such amendments, and for the completeness and accuracy of the information
concerning her contained herein, but shall not be responsible for the
completeness and accuracy of the information concerning the other person, except
to the extent that he or she knows or has reason to believe that such
information is inaccurate.
This Joint Filing Agreement may be executed in counterparts, each of
which shall for all purposes be deemed to be an original, but all of which shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have each executed this Joint
Filing Agreement as of this 2nd day of June, 2004.
/s/ Helen P. Johnson-Leipold
---------------------------------
Helen P. Johnson-Leipold
/s/ Imogene P. Johnson
---------------------------------
Imogene P. Johnson
Samuel C. Johnson 1988 Trust
Number One u/a September 14, 1988
/s/ Imogene P. Johnson
---------------------------------
Imogene P. Johnson, co-Trustee