UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
JOHNSON OUTDOORS INC.
---------------------
(Name of Issuer)
Class A Common Stock, $.05 par value
------------------------------------
(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
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1 NAME OF REPORTING PERSON
Helen P. Johnson-Leipold
- ---------- ---------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
- ---------- ---------------------------------------------------------------------
3 SEC USE ONLY
- ---------- ---------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
- ---------- ---------------------------------------------------------------------
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 788,155(1)
--- ------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,329,308(2)
--- ------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 788,155(1)
--- ------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 1,329,308(2)
- ----------- --------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,117,463(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)
25.6%
- ----------- --------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT.
(1) Includes options to acquire shares of Class A Common Stock that are
exercisable within 60 days and shares of Class A Common Stock held in the
reporting person's 401(k) plan as of July 1, 2003.
(2) Takes into account shares of Class B Common Stock beneficially owned by the
reporting person which are convertible at any time in 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 Outdoors Inc.
555 Main Street
Racine, Wisconsin 53403
Item 2. Identity and Background
-----------------------
This statement is being filed by Helen P. Johnson-Leipold. Certain
information regarding the foregoing person is set forth below.
(a)-(b) Name and Business Address
-------------------------
Helen P. Johnson-Leipold
555 Main Street
Racine, Wisconsin 53403
(c) Principal Occupation and Employment
-----------------------------------
Chairman and Chief Executive Officer of Johnson Outdoors Inc.
Principal Business/Name, Address and Principal Business of Employer
-------------------------------------------------------------------
Johnson Outdoors Inc.
555 Main Street
Racine, Wisconsin 53403
Manufacturer and marketer of recreational 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.
-------------------------------------------------
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 Ms. Johnson-Leipold, S. Curtis Johnson, H.
Fisk Johnson and
Page 3 of 7 Pages
Winifred J. Marquart an option to purchase shares of Class A
Common Stock, par value $.05 per share ("Class A Common Stock"), of Johnson
Outdoors Inc. (the "Company") from the Trust for an exercise price of $13.04 per
share (the "Option Agreement"). Ms. Johnson-Leipold paid the consideration for
the option by means of a promissory note (the "Promissory Note"). Samuel C.
Johnson is the sole trustee of the Trust. The Option Agreement and the
Promissory Note are attached as exhibits to this Amendment No. 2 to the Schedule
13D and are incorporated by reference into this Schedule 13D. Item 6 of this
Amendment No. 2 to the Schedule 13D contains a more detailed description of the
option granted to Ms. Johnson-Leipold and the Promissory Note.
See (a) Item 4 to Amendment No. 1 to this Schedule 13D filed on February
12, 2001 and (b) Item 4 to the original Schedule 13D filed on January 10, 1994
for additional information concerning the other shares of Class A Common Stock
of the Company and the shares of Class B Common Stock, $.05 par value ("Class B
Common Stock") of the Company beneficially owned by Ms. Johnson-Leipold.
Item 4. Purpose of Transaction.
----------------------
Ms. Johnson-Leipold acquired the above-referenced option 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;
Page 4 of 7 Pages
(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.
Sole Shared
Voting and Voting and Aggregate Percentage of
Reporting Dispositive Dispositive Beneficial Outstanding
Person Power Power Ownership Shares
------ ----- ----- --------- ------
Helen P. Johnson-Leipold 788,155(1) 1,329,308(2) 2,117,463(1)(2) 25.6%(1)(2)(3)
_______________
(1) Includes options to acquire 635,000 shares of Class A Common Stock, which
options are exercisable within 60 days, and 3,643 shares of Class A Common
Stock held in the reporting person's 401(k) plan as of July 1, 2003.
(2) 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.
(3) Based on 7,211,649 shares of Class A Common Stock outstanding on July 7,
2003 and 1,056,722 shares of Class B Common Stock beneficially owned by the
reporting person.
Ms. Johnson-Leipold shares voting and dispositive power with respect to
certain shares with Samuel C. Johnson, Imogene P. Johnson, S. Curtis Johnson, H.
Fisk 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 and
Business Address and Employment Principal Business
---------------- -------------- ------------------
Imogene P. Johnson None None
555 Main Street
Racine, WI 53403
Citizenship: United States
Samuel C. Johnson Retired None
555 Main Street
Racine, WI 53403
Citizenship: United States
Page 5 of 7 Pages
Name and Principal Occupation Name, Address and
Business Address and Employment Principal Business
---------------- -------------- ------------------
S. Curtis Johnson Chairman-Worldwide Professional Johnson Diversey
555 Main Street 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 Company
Racine, WI 53403
State of Organization: Delaware
Johnson Trust Company Not Applicable Bank and Trust Company
555 Main Street
Racine, WI 53403
State of Organization: Wisconsin
During the last five years, none of the above persons have 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) Pursuant to the Option Agreement, Ms. Johnson-Leipold was granted an
option to purchase 485,000 shares of the Company's Class A Common Stock from the
Trust for an exercise price of $13.04 per share. 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 4 in the original Schedule 13D filed on January 10, 1994.
Page 6 of 7 Pages
On July 8, 2003, Ms. Johnson-Leipold entered into the Option Agreement
and the Promissory Note. Pursuant to the Option Agreement, Ms.
Johnson-Leipold was granted an option to purchase 485,000 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 the option,
Ms. Johnson-Leipold paid $1,119,480 by means of the Promissory Note.
Under the Promissory Note, Ms. Johnson-Leipold is obligated to pay the
Trust the sum of $1,119,480, 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. Ms. Johnson-Leipold may prepay the
Promissory Note without penalty.
Item 7. Material to be Filed as Exhibits.
--------------------------------
(a) Johnson Outdoors Inc. Class B Common Stock Voting Trust (Filed
with the original Schedule 13D filed on January 10, 1994).
(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) Promissory Note, dated July 8, 2003.
(d) Power of Attorney
Page 7 of 7 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.
Date: July 9, 2003.
Helen P. Johnson-Leipold
/s/ Linda L. Sturino
----------------------------------------
By Linda L. Sturino, attorney-in-fact
Page 8 of 7 Pages
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-
PROMISSORY NOTE
$1,119,480 July 8, 2003
FOR VALUE RECEIVED, the undersigned, Helen Johnson-Leipold, 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 One Million One
Hundred Nineteen Thousand Four Hundred Eighty Dollars and NO Cents ($1,119,480),
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/ Helen Johnson-Leipold
---------------------------------------
Helen Johnson-Leipold
DURABLE POWER OF ATTORNEY
OF
HELEN P. JOHNSON-LEIPOLD
In accordance with the Uniform Durable Power of Attorney Act, Section
243.07 of the Statutes of the State of Wisconsin, I, Helen P. Johnson-Leipold, a
resident of Racine County, Wisconsin, as principal, hereby appoint each of Jane
M. Hutterly, John H. Anderson, Linda L. Sturino or Brian S. Kult, of Racine,
Wisconsin, as my Agent to perform in my name any of the following powers as
he/she shall determine to be necessary.
. . .
4. Investments
a. To invest and reinvest my property in stocks, bonds, or other
securities; to sell and transfer my securities or other assets; and to make
other investments and establish accounts. (Any transfer agent or corporate
secretary shall conclusively presume that my Agent has the authority
given.)
b. To vote at the meetings of any corporation and otherwise to act as
my proxy or representative, in respect to any shares now held, or which may
hereafter be acquired by me in any corporation and for that purpose to sign
and execute any proxies or other instrument in my name and on my behalf.
. . .
9. Effect of Disability
This Durable Power of Attorney shall remain in full force and effect until
and unless I personally revoke it in a written notice delivered to my Agent. My
subsequent physical or mental disability, incapacity or incompetence shall not
affect this Durable Power or diminish the authority of my Agent.
10. Proof of Continuance of This Durable Power of Attorney
------------------------------------------------------
Each governmental agency or department, person, partnership, corporation,
or other legal entity relying upon or acting upon this instrument shall be
entitled to conclusively presume that this instrument is in full force and
effect unless written notice shall have been given by the undersigned to such
governmental agency or department, person, partnership, corporation, or other
legal entity that this instrument has been revoked. An affidavit executed by my
Agent stating that she/he did not have (at the time of exercising the power)
actual knowledge of the termination of the power or of my death is conclusive
proof of the non-revocation or non-termination of the power at that time.
11. Copies of Power of Attorney
---------------------------
A true copy of this power of attorney, whether in facsimile form or
otherwise, shall be as legally valid as the original.
12. Revocation of Prior Powers of Attorney
--------------------------------------
This instrument revokes all prior powers of attorney executed by me
effective the date of this instrument.
I hereby ratify and confirm all that my Agent or any substitute or
alternate Agent shall do in reliance on this Durable Power of Attorney.
Dated: April 17, 2000
/s/ Helen P. Johnson-Leipold
-----------------------------------------
Helen P. Johnson-Leipold
ACKNOWLEDGMENT
STATE OF WISCONSIN )
) SS
COUNTY OF RACINE )
Personally came before me this 17th day of April, 2000, the above-named
Helen P. Johnson-Leipold, to me known to be the person who executed the
foregoing instrument and acknowledged the same.
/s/ Joyce A. Onosko
-----------------------------------------
Notary Public, State of Wisconsin
My commission expires: 3/9/2003
-------------------
CONSENT OF AGENTS
The undersigned agree to act as Agent for the foregoing-named principal.
/s/ Jane M. Hutterly /s/ John H. Anderson
- ---------------------------------- ------------------------------------
Jane M. Hutterly John H. Anderson
/s/ Linda L. Sturino /s/ Brian S. Kult
- ---------------------------------- ------------------------------------
Linda L. Sturino Brian S. Kult
2