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)
February 20, 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
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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 12 PAGES
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NAME OF REPORTING PERSON
1 Samuel C. Johnson
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [x]
2 (See Instructions) (B) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
SC and BK
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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 2,477,323 shares (1)(2)
OF
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SHARES 8 SHARED VOTING POWER
BENEFICIALLY 1,135,330 shares (2)
OWNED
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BY 9 SOLE DISPOSITIVE POWER
EACH 2,477,323 shares (1)(2)
REPORTING
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PERSON 10 SHARED DISPOSITIVE POWER
WITH 1,135,330 shares (2)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,612,652 shares (1)(2)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES |X|
CERTAIN SHARES (See Instructions) See Item 5
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.6% 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 12,695 acquire shares of Class A Common Stock
that are exercisable within 60 days.
(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 7,446,528 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 12,695 options held by Mr. Johnson to
purchase shares of Class A Common Stock that are exerciseable within 60 days.
SCHEDULE 13D
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CUSIP NO. 479254 10 4 PAGE 3 OF 12 PAGES
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NAME OF REPORTING PERSON
1 Helen P. Johnson-Leipold
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [x]
2 (See Instructions) (B) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
SC and BK
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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 808,155 shares (1)(2)
OF
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SHARES 8 SHARED VOTING POWER
BENEFICIALLY 1,329,308 shares (2)
OWNED
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BY 9 SOLE DISPOSITIVE POWER
EACH 808,155 shares (1)(2)
REPORTING
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PERSON 10 SHARED DISPOSITIVE POWER
WITH 1,329,308 shares (2)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,137,463 shares (1)(2)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES |X|
CERTAIN SHARES (See Instructions) See Item 5
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.9% 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 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 7,446,528 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 655,000 options held by Ms. Johnson-Leipold
to purchase shares of Class A Common Stock that are exerciseable within 60 days.
SCHEDULE 13D
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CUSIP NO. 479254 10 4 PAGE 4 OF 12 PAGES
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THIS SCHEDULE 13D is filed jointly by Samuel C. Johnson ("Mr. Johnson")
and Helen P. Johnson-Leipold ("Ms. Johnson-Leipold"). In this Schedule 13D, Mr.
Johnson and Ms. Johnson-Leipold 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 99.1. This joint filing shall also
serve to amend Mr. Johnson's Schedule 13D most recently amended by Amendment No.
11 filed with the Securities and Exchange Commission (the "SEC") on July 10,
2003 and Ms. Johnson-Leipold's Schedule 13D most recently amended by Amendment
No. 2 filed with the SEC on July 8, 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) Mr. Johnson
555 Main Street
Racine, Wisconsin 53403
Ms. Johnson-Leipold
555 Main Street
Racine, Wisconsin 53403
(c) Mr. Johnson - Retired
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.
(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.
(f) The Reporting Persons are both citizens of the United States.
SCHEDULE 13D
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CUSIP NO. 479254 10 4 PAGE 5 OF 12 PAGES
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
As described in the Letter attached hereto as Exhibit 99.3, the
Reporting Persons currently contemplate financing the potential transaction
described in Item 4 below through a combination of loan proceeds from a bank or
other lending institution and available cash in the Company. The Reporting
Persons have received preliminary indications of interest from nationally
recognized lending institutions with respect to the financing for the proposed
transaction.
For information concerning the sources and amounts of funds or other
consideration used by the Reporting Persons to acquire their existing shares of
the Company's Class A Common Stock or Class B Common Stock see Amendment No. 11
to Schedule 13D filed with the SEC by Mr. Johnson on July 10, 2003, and also
Amendment No. 2 to Schedule 13D filed with the SEC by Ms. Johnson-Leipold on
July 10, 2003.
ITEM 4. PURPOSE OF TRANSACTION.
On February 20, 2004, the Reporting Persons delivered a letter to the
Board of Directors of the Company (the "Letter") presenting a proposal whereby
an entity to-be-created by the Reporting Persons ("Acquisition Co.") would
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 families (the "Shares"). The Letter is attached as Exhibit 99.3 hereto.
In the Letter, the Reporting Persons propose that, if an agreement is
reached with respect to a potential transaction, the transaction would be
structured as a merger under the laws of the State of Wisconsin whereby
Acquisition Co. (or an affiliate thereof) would be merged with and into the
Company, and holders of the Shares would receive cash for such shares. Upon the
consummation of any such merger, the Letter contemplates that the Shares would
be converted into the right to receive $18.00 per share in cash. In the event of
the consummation of the transaction described above, the Company's Class A
Common Stock would be delisted from The NASDAQ Stock Market, Inc. and its
registration would be terminated pursuant to Section 12(g)(4) of the Act.
The Letter is merely a statement of current intention and does not
constitute a firm or binding offer. The Reporting Persons are prepared to leave
the proposal open until March 22, 2004, but the Letter reserves the Reporting
Persons' rights to amend or withdraw the proposal and to terminate further
discussions at any time prior to the Reporting Persons' execution of definitive
agreements.
The foregoing description of the Letter does not purport to be complete
and is qualified in its entirety by reference to the complete text of the Letter
attached as Exhibit 99.3 hereto.
In addition to the above-described proposed structure to effect a
transaction, 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.
The Reporting Persons may consider various alternative courses of
action, in addition to or as alternatives to the proposed transaction described
above, 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
SCHEDULE 13D
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CUSIP NO. 479254 10 4 PAGE 6 OF 12 PAGES
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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.
IMPORTANT INFORMATION: NO SHAREHOLDER APPROVAL OF ANY MERGER INVOLVING
THE COMPANY IS BEING SOUGHT. SHOULD THE COMPANY DECIDE TO ENTER INTO A MERGER
AGREEMENT, EACH SHAREHOLDER OF THE COMPANY SHOULD READ THE PROXY STATEMENT IF
AND WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE MERGER. ONCE A FILING IS MADE WITH RESPECT TO A PROPOSED TRANSACTION,
SHAREHOLDERS OF THE COMPANY CAN OBTAIN THE PROXY STATEMENT AND OTHER DOCUMENTS
THAT ARE FILED WITH THE SEC FOR FREE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV
OR FROM THE COMPANY UPON REQUEST.
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 Persons is set forth
below:
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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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Mr. Johnson 2,477,323 (1)(2) 1,135,330 (1)(5) 3,612,652 (1)(2)(5)(7) 41.6% (1)(2)(4)(5)(7)
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Ms. Johnson-Leipold 808,155 (1)(3) 1,329,308 (1)(5) 2,137,463 (1)(3)(5)(6) 22.9% (1)(3)(4)(5)(6)
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(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 12,695 shares of Class A Common Stock that are exercisable within 60 days.
(3) 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.
(4) 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 655,000 and 12,695 options to purchase shares of Class A Common Stock held by Ms. Johnson-Leipold and Mr.
Johnson, respectively, that are exerciseable within 60 days.
(5) Mr. Johnson and Ms. Johnson-Leipold share voting and dispositive power over these shares with 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:
SCHEDULE 13D
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CUSIP NO. 479254 10 4 PAGE 7 OF 12 PAGES
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Name and Business Address Principal Occupation and Employment Name, Address and Principal Business
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Imogene P. Johnson None None
555 Main Street
Racine, WI 53403
Citizenship: United States
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S. Curtis Johnson Chairman-Worldwide Johnson Diversey
555 Main Street Professional 1326 Willow Road
Racine, WI 53403 Sturtevant, WI 53177
Citizenship: United States
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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
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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
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Johnson Trust Company Not Applicable Bank and Trust Company
555 Main Street
Racine, WI 53403
State of Organization: Wisconsin
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*Solely with respect to Ms. Johnson-Leipold.
(6) Excludes 808,155 shares beneficially owned solely by Ms. Johnson-Leipold as to which Mr. Johnson disclaims beneficial
ownership.
(7) Excludes 2,477,323 shares beneficially owned solely by Mr. 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
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CUSIP NO. 479254 10 4 PAGE 8 OF 12 PAGES
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
See Item 4 to this Schedule 13D.
The Johnson Outdoors Inc. Class B Common Stock Voting Trust
(incorporated by reference to Amendment No. 4 to Schedule 13D filed with the SEC
by Mr. Johnson on August 18, 1997, and also to the original Schedule 13D filed
with the SEC by Ms. Johnson-Leipold on January 10, 1994).
Option Agreement, dated as of July 8, 2003 (incorporated by reference
to Amendment No. 11 to Schedule 13D filed with the SEC by Mr. Johnson on July
10, 2003, and also to Amendment No. 2 to Schedule 13D filed with the SEC by Ms.
Johnson-Leipold on July 10, 2003).
Promissory Note, dated as of July 8, 2003 (incorporated by reference to
Amendment No. 11 to Schedule 13D filed with the SEC by Mr. Johnson on July 10,
2003, and also to Amendment No. 2 to Schedule 13D filed with the SEC by Ms.
Johnson-Leipold on July 10, 2003).
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
Exhibit No. Title
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99.1. Joint Filing Agreement.
99.2. Power of Attorney.
99.3. Letter to the Board of Directors of the
Company, dated as of February 20, 2004,
delivered by the Reporting Persons.
Documents Incorporated by Reference
-----------------------------------
The Johnson Outdoors Inc. Class B Common Stock Voting Trust
(incorporated by reference to Amendment No. 4 to Schedule 13D filed with the SEC
by Mr. Johnson on August 18, 1997, and also to the original Schedule 13D filed
with the SEC by Ms. Johnson-Leipold on January 10, 1994).
Option Agreement, dated as of July 8, 2003 (incorporated by reference
to Amendment No. 11 to Schedule 13D filed with the SEC by Mr. Johnson on July
10, 2003, and also to Amendment No. 2 to Schedule 13D filed with the SEC by Ms.
Johnson-Leipold on July 10, 2003).
Promissory Note, dated as of July 8, 2003 (incorporated by reference to
Amendment No. 11 to Schedule 13D filed with the SEC by Mr. Johnson on July 10,
2003, and also to Amendment No. 2 to Schedule 13D filed with the SEC by Ms.
Johnson-Leipold on July 10, 2003).
SCHEDULE 13D
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CUSIP NO. 479254 10 4 PAGE 9 OF 12 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: February 20, 2004 /s/ Samuel C. Johnson
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Samuel C. Johnson
Dated: February 20, 2004 /s/ Helen P. Johnson-Leipold
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Helen P. Johnson-Leipold
EXHIBIT 99.1
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on this Schedule 13D,
dated February 20, 2004, with respect to Class A Common Stock of Johnson
Outdoors Inc., a Wisconsin corporation, is, and any amendments thereto 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 him or 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 20th day of February, 2004.
/s/ Samuel C. Johnson
--------------------------------
Samuel C. Johnson
/s/ Helen P. Johnson-Leipold
--------------------------------
Helen P. Johnson-Leipold
EXHIBIT 99.2
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature
appears below hereby constitutes and appoints Helen P. Johnson-Leipold his true
and lawful attorney-in-fact, with full power of substitution, to sign any and
all instruments, certificates and documents that may be necessary, desirable or
appropriate to be executed on behalf of himself, pursuant to Sections 13 or 16
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any
and all regulations promulgated thereunder, and to file the same, with all
exhibits thereto, and any other documents in connection therewith, with the
Securities and Exchange Commission, and with any other entity when and if such
is mandated by the Exchange Act or by the By-Laws of the National Association of
Securities Dealers, Inc., granting unto said attorney-in-fact full power and
authority to do and perform each and every act and thing necessary, desirable or
appropriate, fully to all intents and purposes as he might or could do in
person, thereby ratifying and confirming all that said attorney-in-fact, or her
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed as of this
20th day of February, 2004.
/s/ Samuel C. Johnson
--------------------------------
Samuel C. Johnson
EXHIBIT 99.3
February 20, 2004
Board of Directors
Johnson Outdoors Inc.
555 Main Street
Racine, WI 53403
Gentlemen:
We hereby present the following proposal whereby an entity to be formed
by us ("Acquisition Co.") would acquire all of the outstanding shares of Class A
and Class B common stock of Johnson Outdoors Inc. (the "Company") not already
owned by us, members of our family, or entities controlled by us or our family
members, for a price of $18.00 per share in cash. Our offer provides an 88.4%
premium over the five (5)-year average closing price, a 66.5% premium over the
three (3)-year average closing price, a 43.2% premium over the two (2)-year
average closing price and a 38.0% premium over the one (1)-year average closing
price. When compared to yesterday's closing price, which approached an
eighty-three week high and adjusting for excess working capital generated by the
sale of Jack Wolfskin, our offer provides a premium of 8.6% over the fundamental
equity value of the Company. Furthermore, when compared to the closing price
thirty (30) days prior to today and adjusting for excess working capital, our
offer provides a premium of 18.2% over the fundamental equity value of the
Company.
This proposal seeks to return the Company to its roots as a private
company owned by members of the Johnson family, at a price that is fair to the
public stockholders. By returning to private ownership, the Company would be
relieved of the burdens associated with being a public company.
We would propose that a transaction be structured as a merger under the
laws of the state of Wisconsin whereby Acquisition Co. (or an affiliate thereof)
would be merged with and into the Company, and holders of the Company's public
shares would receive cash for such shares. To facilitate this transaction, we
have engaged investment bankers and have received indications of interest from
nationally recognized lending institutions with respect to the financing for the
proposed transaction. Together with amounts available from the Company's
existing funds, we believe that such financing will be sufficient to meet the
needs of this transaction and to operate the business going forward, subject of
course, to satisfactory completion of due diligence.
Given our involvement with the Company, we would anticipate that the
Board of Directors would establish an independent special committee to evaluate
our proposal and engage separate advisors. In this regard, please note that we
do not have any interest in selling our shares in the Company and therefore will
not support an alternative transaction.
We are prepared to move forward promptly to consummate the proposed
transaction and reach a definitive merger agreement that would contain customary
terms and conditions for transactions of this type including, without
limitation:
o Approval of the transaction by the special committee.
o Receipt by the special committee of a "fairness opinion"
from its financial advisors.
o Recommendation by the Board that the stockholders of the
Company approve the transaction.
o Approval of the transaction by the Company's stockholders
with the requisite votes under applicable Wisconsin law
at a special meeting of stockholders held for such
purpose.
Should a transaction be consummated, we presently intend to continue
the business of the Company as currently conducted, and do not anticipate
seeking any changes in the Company's current operations as a result of the
transaction.
Our advisors are available to meet with the Board or the special
committee to discuss this proposal at your earliest convenience.
This letter is merely a statement of current intention and does not
constitute a firm or binding offer. We are prepared to leave our proposal open
until March 22, 2004, but reserve the right to amend or withdraw this proposal
and to terminate further discussions at any time prior to our execution of
definitive agreements. Please let us know at your earliest convenience how you
wish to proceed.
Very truly yours,
/s/ Samuel C. Johnson /s/ Helen P. Johnson-Leipold
- ------------------------------- ----------------------------------
Samuel C. Johnson Helen P. Johnson-Leipold