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.
---------------------
(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)
July 8, 2003
------------
(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
========== =====================================================================
1 NAME OF REPORTING 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
Not Applicable
- ---------- ---------------------------------------------------------------------
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
- --------------- --- ------------------------------------------------------------
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)
- ----------- --------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,608,569 (1)(2)
- ----------- --------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [ ]
Not Applicable
- ----------- --------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
43.6%
- ----------- --------------------------------------------------------------------
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 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
-----------------------------------
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
-----------
United States
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
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
-------------------------------------
By Linda L. Sturino, attorney-in-fact
and
/s/ Jane M. Hutterly
-------------------------------------
By Jane M. Hutterly, attorney-in-fact
Page 7 of 7
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
------- ----------
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;
-1-
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.
-2-
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
-------------
By: /s/ Samuel C. Johnson
-----------------------------------------
As its trustee
DATE: July 8, 2003 /s/ S. Curtis Johnson
------------- --------------------------------------------
S. Curtis Johnson
DATE: July 8, 2003 /s/ Helen Johnson-Leipold
------------- --------------------------------------------
Helen Johnson-Leipold
DATE: July 8, 2003 /s/ H. Fisk Johnson
------------- --------------------------------------------
H. Fisk Johnson
DATE: July 8, 2003 /s/ Winifred J. Marquart
------------- --------------------------------------------
Winifred J. Marquart
-3-
WISCONSIN STATUTORY POWER OF ATTORNEY
NOTICE: THIS IS AN IMPORTANT DOCUMENT. BEFORE SIGNING THIS DOCUMENT, YOU
SHOULD KNOW THESE IMPORTANT FACTS. BY SIGNING THIS DOCUMENT, YOU ARE NOT GIVING
UP ANY POWERS OR RIGHTS TO CONTROL YOUR FINANCES AND PROPERTY YOURSELF. IN
ADDITION TO YOUR OWN POWERS AND RIGHTS, YOU ARE GIVING ANOTHER PERSON, YOUR
AGENT, BROAD POWERS TO HANDLE YOUR FINANCES AND PROPERTY. THIS BASIC POWER OF
ATTORNEY FOR FINANCES AND PROPERTY MAY GIVE THE PERSON WHOM YOU DESIGNATE (YOUR
"AGENT") BROAD POWERS TO HANDLE YOUR FINANCES AND PROPERTY, WHICH MAY INCLUDE
POWERS TO ENCUMBER, SELL OR OTHERWISE DISPOSE OF ANY REAL OR PERSONAL PROPERTY
WITHOUT ADVANCE NOTICE TO YOU OR APPROVAL BY YOU. THE POWERS WILL EXIST AFTER
YOU BECOME DISABLED, OR INCAPACITATED, IF YOU CHOOSE THAT PROVISION. THIS
DOCUMENT DOES NOT AUTHORIZE ANYONE TO MAKE MEDICAL OR OTHER HEALTH CARE
DECISIONS FOR YOU. IF YOU OWN COMPLEX OR SPECIAL ASSETS SUCH AS A BUSINESS, OR
IF THERE IS ANYTHING ABOUT THIS FORM THAT YOU DO NOT UNDERSTAND, YOU SHOULD ASK
A LAWYER TO EXPLAIN THIS FORM TO YOU BEFORE YOU SIGN IT.
IF YOU WISH TO CHANGE YOUR BASIC POWER OF ATTORNEY FOR FINANCES AND
PROPERTY, YOU MUST COMPLETE A NEW DOCUMENT AND REVOKE THIS ONE. YOU MAY REVOKE
THIS DOCUMENT AT ANY TIME BY DESTROYING IT, BY DIRECTING ANOTHER PERSON TO
DESTROY IT IN YOUR PRESENCE OR BY SIGNING A WRITTEN AND DATED STATEMENT
EXPRESSING YOUR INTENT TO REVOKE THIS DOCUMENT. IF YOU REVOKE THIS DOCUMENT, YOU
SHOULD NOTIFY YOUR AGENT AND ANY OTHER PERSON TO WHOM YOU HAVE GIVEN A COPY OF
THE FORM. YOU ALSO SHOULD NOTIFY ALL PARTIES HAVING CUSTODY OF YOUR ASSETS.
THESE PARTIES HAVE NO RESPONSIBILITY TO YOU UNLESS YOU ACTUALLY NOTIFY THEM OF
THE REVOCATION. IF YOUR AGENT IS YOUR SPOUSE AND YOUR MARRIAGE IS ANNULLED, OR
YOU ARE DIVORCED AFTER SIGNING THIS DOCUMENT, THIS DOCUMENT IS INVALID.
SINCE SOME THIRD PARTIES OR SOME TRANSACTIONS MAY NOT PERMIT USE OF THIS
DOCUMENT, IT IS ADVISABLE TO CHECK IN ADVANCE, IF POSSIBLE, FOR ANY SPECIAL
REQUIREMENTS THAT MAY BE IMPOSED.
YOU SHOULD SIGN THIS FORM ONLY IF THE AGENT YOU NAME IS RELIABLE,
TRUSTWORTHY AND COMPETENT TO MANAGE YOUR AFFAIRS.
I, SAMUEL C. JOHNSON, of the Village of Wind Point, Racine County,
Wisconsin, appoint my wife, IMOGENE P. JOHNSON, of the Village of Wind Point,
Racine County, Wisconsin, JANE M. HUTTERLY, of Racine, Wisconsin, and LINDA L.
STURINO, of Racine, Wisconsin, as my agents (my "co-agents"), all of whom are
collectively referred to herein as my "agent," to act for me in any lawful way
with respect to the powers initialed below. If more than one agent is named to
act hereunder, such co-agents shall act by majority. If any of the named
co-agents shall die, become incompetent, resign, or refuse to accept the office
of
agent, or is otherwise unable or unwilling to act, then the remaining co-agents
or co-agent shall act. During any period in which more than one agent is acting
hereunder, the following provisions shall be applicable where the context
admits: (a) any agent may delegate any part or all of the rights, powers,
duties, discretions and immunities granted to or imposed upon such agent by this
instrument to any other agent, with the consent of the latter; (b) no agent
shall be liable or responsible for any act or failure to act of the other agent
in which the former has not concurred; (c) the co-agents may execute any
instrument or document in connection with the purposes of this instrument by
signing one document or instrument or concurrent documents or instruments; and
(d) the affidavit of any agent shall be conclusive evidence insofar as third
parties are concerned that any act of such agent has been duly authorized.
TO GRANT ONE OR MORE OF THE FOLLOWING POWERS, INITIAL THE LINE IN FRONT OF
EACH POWER YOU ARE GRANTING.
TO WITHHOLD A POWER, DO NOT INITIAL THE LINE IN FRONT OF IT. YOU MAY, BUT
NEED NOT, CROSS OUT EACH POWER WITHHELD.
. . .
GENERAL AUTHORITY
Initials
/s/ SCJ
- --------- 12. GENERAL: My agent may do any act or thing that I could
do in my own proper person if personally present, including managing or selling
tangible assets, disclaiming a probate or nonprobate inheritance and providing
support for a minor child or dependent adult. The specifically enumerated powers
of the basic power of attorney for finances and property are not a limitation of
this intended broad general power except that my agent may not take any action
prohibited by law and my agent under this document may not:
a. Make medical or health care decisions for me.
b. Make, modify or revoke a will for me.
c. Other than a burial trust agreement under section 445.125,
Wisconsin Statutes, enter into a trust agreement on my behalf or amend or
revoke a trust agreement, entered into by me.
d. Change any beneficiary designation of any life insurance policy,
qualified retirement plan, individual retirement account or payable on
death account or the like whether directly or by canceling and replacing
the policy or rollover to another plan or account.
e. Forgive debts owed to me or disclaim or waive benefits payable to
me, except a probate or nonprobate inheritance.
f. Appoint a substitute or successor agent for me.
g. Make gifts.
2
. . .
I agree that any third party who receives a copy of this document may act
under it. Revocation of this basic power of attorney is not effective as to a
third party until the third party learns of the revocation. I agree to reimburse
the third party for any loss resulting from claims that arise against the third
party because of reliance on this power of attorney.
Signed this 22 day of April, 2003.
/s/ Samuel C. Johnson
----------------------------------------------
Name
[Social Security Number]
----------------------------------------------
Social Security Number
By signing as a witness, I am acknowledging the signature of the principal
who signed in my presence and the presence of the other witness, and the fact
that the principal has stated that this power of attorney reflects the
principals wishes and is being executed voluntarily. I believe the principal to
be of sound mind and capable of creating this power of attorney. I am not
related to the principal by blood or marriage, or adoption, and, to the best of
my knowledge, I am not entitled to any portion of the principal's estate under
the principal's will.
Witness: /s/ Jane M. Hutterly
------------------------------
Dated: April 22, 2003
------------------------------
By:
------------------------------
Print Name: Jane M. Hutterly
------------------------------
Address: [Address]
------------------------------
Witness: /s/ Linda L. Sturino
------------------------------
Dated: April 22, 2003
------------------------------
By:
------------------------------
Print Name: Linda L. Sturino
------------------------------
Address: [Address]
------------------------------
3
State of Wisconsin )
County of Racine )
This document was acknowledged before me on April 22, 2003 by
SAMUEL C. JOHNSON.
/s/ Margaret S. Wilson
----------------------------------------------
(Signature of Notarial Officer)
(Seal, if any)
(Title)
My commission is permanent or expires: 2/18/07
--------
BY ACCEPTING OR ACTING UNDER THE APPOINTMENT, EACH AGENT ASSUMES THE
FIDUCIARY AND OTHER LEGAL RESPONSIBILITIES OF AN AGENT.
IMOGENE P. JOHNSON
------------------------------------------
Agent
/s/ Imogene P. Johnson
------------------------------------------
(Signature of Agent)
JANE M. HUTTERLY
------------------------------------------
Agent
/s/ Jane M. Hutterly
------------------------------------------
(Signature of Agent)
LINDA L. STURINO
------------------------------------------
Agent
/s/ Linda L. Sturino
------------------------------------------
(Signature of Agent)
4