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OMB Number 3235-0145
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
JOHNSON WORLDWIDE ASSOCIATES, INC.
(Name of Issuer)
Class A Common Stock, $.05 par value
(Title of Class of Securities)
479254 10 4
(CUSIP Number)
John M. Schroeder, 4041 North Main Street,
Racine, Wisconsin 53402 - (414) 631-2503
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
April 29, 1997
(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 which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box [_].
Check the following box if a fee is being paid with the statement [_].
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five
percent or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) 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
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Samuel C. Johnson
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [_]
Not Applicable
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
1,708,136(1)
SHARES
8 SHARED VOTING POWER
BENEFICIALLY
1,127,000(1)
OWNED BY
9 SOLE DISPOSITIVE POWER
EACH
1,708,136(1)
REPORTING
PERSON
10 SHARED DISPOSITIVE POWER
WITH
1,127,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,835,136(1)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [_]
Not Applicable
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.6%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) Takes into account shares of Class B Common Stock beneficially owned
by the reporting person which are convertible into Class A Common
Stock on a one share-for-one share basis.
Item 1. Security and Issuer
Class A Common Stock, $.05 par value
Johnson Worldwide Associates, Inc.
1326 Willow Road
Sturtevant, Wisconsin 53177
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
1525 Howe Street
Racine, Wisconsin 53403
(c) Principal Occupation and Employment
Chairman of S.C. Johnson & Son, Inc.
Principal Business/Name, Address and Principal Business of
Employer
S. C. Johnson & Son, Inc.
1525 Howe Street
Racine, Wisconsin 53403
Manufacturer of household maintenance and industrial products.
(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 violation of, or prohibiting or mandating
activities subject to federal or state securities laws or finding any
violation with respect to such laws.
(f) Citizenship
United States
Item 3. Source and Amount of Funds or Other Consideration.
Samuel C. Johnson acquired 178,900 shares of Class A Common
Stock with approximately $2,168,537 of his personal funds.
Item 4. Purpose of Transaction.
The reported shares were acquired for investment purposes.
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;
(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
Sole Shared Shares of
Voting and Voting and Aggregate Class A
Reporting Dispositive Dispositive Beneficial Common
Person Power Power Ownership Stock
Samuel C. Johnson 1,708,136(1) 1,127,000(1) 2,835,136(1) 35.6%(1)(2)
_______________
(1) Includes shares of Class B Common Stock which are convertible at any
time on a one-for-one basis into shares of Class A Common Stock.
(2) Based upon 6,901,801 shares of Class A Common Stock outstanding on
December 31, 1996.
Mr. Johnson shares voting and dispositive power with respect to
certain shares with Imogene P. Johnson, Helen P. Johnson-Leipold, JWA
Consolidated, Inc. and Johnson Heritage Trust Company. Certain
information with respect to such persons is set forth below.
Principal
Name and Business Occupation Name, Address and
Address and Employment Principal Business
Johnson Heritage Trust Not Applicable Bank and Trust
Company Company
4041 N. Main Street
Racine, WI 53402
State of Organization:
Wisconsin
Imogene P. Johnson None None
4041 N. Main Street
Racine, WI 53402
Citizenship: United States
Helen P. Johnson-Leipold Executive Vice- Johnson Worldwide
1326 Willow Road President-North Associates,
Sturtevant, WI 53177 American Businesses Inc.
of Johnson 1326 Willow Road
Citizenship: United States Worldwide Sturtevant, WI
Associates, Inc. 53177
Global outdoor
recreation products
company
JWA Consolidated, Inc. Not Applicable Holding company for
4041 N. Main Street purposes of owning
Racine, WI 53402 stock of Company
State of Organization:
Delaware
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 violation of, or prohibiting or mandating
activities subject to federal or state securities laws or finding any
violation with respect to such laws.
(c) On April 25, 1997, Samuel C. Johnson purchased 5,000 shares
of Class A Common Stock at $12 per share in the open market.
On April 29, 1997, Samuel C. Johnson purchased 173,900 shares of
Class A Common Stock at $12-1/8 in the open market.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
Certain trusts of which Mr. Johnson serves as sole trustee
deposited a total of 160,136 shares of Class B Common Stock, $.05 par
value ("Class B Common Stock"), of Johnson Worldwide Associates, Inc.
("Company") into the Johnson Worldwide Associates, Inc. Class B Common
Stock Voting Trust ("Voting Trust") in exchange for an equal number of
Voting Trust units. The Voting Trust holds a total of 1,029,000 shares of
Class B Common Stock for the benefit of Mr. Johnson and certain members of
his family (the "Johnson Family"). Voting Trust unit holders representing
75% of the outstanding units have certain rights to direct exchanges or
conversions of the Class B Common Stock to Class A Common Stock and to
direct the vote of the Class B Common Stock in the event of certain
extraordinary transactions. The creation of the Voting Trust is intended
to further protect and promote the mutual interests of the Johnson Family
and to provide the framework for continuity of management of the Company.
Item 7. Material to be Filed as Exhibits.
Exhibit 9: Johnson Worldwide Associates, Inc. Class B Common
Stock Voting Trust
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
May 7, 1997 /s/ Samuel C. Johnson
Signature
Samuel C. Johnson
Name/Title
EXHIBIT INDEX
Exhibit
9. Johnson Worldwide Associates, Inc.
Class B Common Stock Voting Trust*
______________
* Previously filed.