SCHEDULE 13D
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CUSIP NO. 479167 10 8 PAGE 1 OF 16 PAGES
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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. 7)*
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)
479167 10 8
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(CUSIP Number)
Linda L. Mallon
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 9, 2005
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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
|_|
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. 479167 10 8 PAGE 2 OF 16 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)
---------- ---------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [x]
2 (See Instructions) (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) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
---------------------------- -------- ------------------------------------------
7 SOLE VOTING POWER
NUMBER 342,587 shares (1)(3)
OF
-------- ------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 1,948,746 shares (2)(3)(4)
OWNED
-------- ------------------------------------------
BY 9 SOLE DISPOSITIVE POWER
EACH 342,587 shares (1)(3)
REPORTING
-------- ------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 1,948,746 shares (2)(3)(4)
---------------------------- -------- ------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,291,333 shares (1)(2)(3)(4)
---------- ---------------------------------------------------------------------
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)
25.7% of the Class A Common Stock (1)(2)(3)(4)(5)
---------- ---------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN
---------- ---------------------------------------------------------------------
(1) Includes options and rights to acquire 14,143 shares of Class A Common
Stock are exercisable within 60 days and the 3,932 shares of Class A Common
Stock held in the Reporting Person's 401(k) plan as of November 1, 2004.
(2) Includes options and rights to acquire 49,998 shares of Class A Common
Stock and up to 6,250 shares of Class B Common Stock that are exercisable within
60 days.
(3) 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.
(4) Includes shares of Class A Common Stock and Class B Common Stock held
of record by entities owned jointly by the Reporting Person and certain other
Reporting Persons.
(5) Based on 7,625,331 shares of Class A Common Stock and 1,221,715 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
February 14, 2005, as reported on the Johnson Outdoors Inc. Form 14A Definitive
Proxy Statement, filed with the Securities and Exchange Commission on February
15, 2005, and 64,131 options and rights held by Ms. Johnson-Leipold to purchase
shares of Class A Common Stock and 6,250 shares of Class B Common Stock that are
exercisable within 60 days.
SCHEDULE 13D
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CUSIP NO. 479167 10 8 PAGE 3 OF 16 PAGES
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NAME OF REPORTING PERSON
1 Imogene P. 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
---------------------------- -------- ------------------------------------------
7 SOLE VOTING POWER
NUMBER 177,788 shares(1)
OF
-------- ------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 2,446,858 shares (2)
OWNED
-------- ------------------------------------------
BY 9 SOLE DISPOSITIVE POWER
EACH 177,788 shares(1)
REPORTING
-------- ------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 2,446,858 shares (2)
---------------------------- -------- ------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,624,646 shares (1)(2)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions) |X|
See Item 5
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.2% of the Class A Common Stock (1)(2)(3)
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14 TYPE OF REPORTING PERSON (See Instructions)
IN
---------- ---------------------------------------------------------------------
(1) Includes options and rights to acquire 127,489 shares of Class A Common
Stock and up to 6,250 shares of Class B 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 7,625,331 shares of Class A Common Stock and 1,221,715 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
Feburary 14, 2004, as reported on the Johnson Outdoors Inc. Form 14A Definitive
Proxy Statement, filed with the Securities and Exchange Commission on February
15, 2005, and 127,489 options and rights held by Ms. Johnson-Leipold to purchase
shares of Class A Common Stock and 6,250 shares of Class B Common Stock that are
exercisable within 60 days.
SCHEDULE 13D
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CUSIP NO. 479167 10 8 PAGE 4 OF 16 PAGES
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NAME OF REPORTING PERSON
1 Samuel C. Johnson 1988 Trust Number One u/a September 14, 1988
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
20-6217605
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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
---------- ---------------------------------------------------------------------
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) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Wisconsin
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7 SOLE VOTING POWER
NUMBER 0 shares
OF
-------- ------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 2,046,858 shares (1)
OWNED
-------- ------------------------------------------
BY 9 SOLE DISPOSITIVE POWER
EACH 0 shares
REPORTING
-------- ------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 2,046,858 shares (1)
---------------------------- -------- ------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,046,858 shares (1)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions) |X|
See Item 5
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.1% of the Class A Common Stock (1)(2)
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14 TYPE OF REPORTING PERSON (See Instructions)
OO*
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* 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 7,625,331 shares of Class A Common Stock and 1,221,715 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
Feburary 14, 2004, as reported on the Johnson Outdoors Inc. Form 14A Definitive
Proxy Statement, filed with the Securities and Exchange Commission on February
15, 2005.
SCHEDULE 13D
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CUSIP NO. 479167 10 8 PAGE 5 OF 16 PAGES
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NAME OF REPORTING PERSON
1 JWA Consolidated, Inc.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
39-156071
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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
---------- ---------------------------------------------------------------------
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) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Wisconsin
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7 SOLE VOTING POWER
NUMBER 114,464 shares
OF
-------- ------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 1,037,330 shares (1)
OWNED
-------- ------------------------------------------
BY 9 SOLE DISPOSITIVE POWER
EACH 114,464 shares
REPORTING
-------- ------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 1,037,330 shares (1)
---------------------------- -------- ------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,151,794 shares (1)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions) |X|
See Item 5
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.0% of the Class A Common Stock (1)(2)
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14 TYPE OF REPORTING PERSON (See Instructions)
CO
---------- ---------------------------------------------------------------------
(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 7,625,331 shares of Class A Common Stock and 1,221,715 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
Feburary 14, 2004, as reported on the Johnson Outdoors Inc. Form 14A Definitive
Proxy Statement, filed with the Securities and Exchange Commission on February
15, 2005.
SCHEDULE 13D
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CUSIP NO. 479167 10 8 PAGE 6 OF 16 PAGES
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NAME OF REPORTING PERSON
1 Johnson Bank
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
39-1141446
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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
---------- ---------------------------------------------------------------------
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) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Wisconsin
---------------------------- -------- ------------------------------------------
7 SOLE VOTING POWER
NUMBER 445,504 shares (1)
OF
-------- ------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 3,410,958 shares (2)
OWNED
-------- ------------------------------------------
BY 9 SOLE DISPOSITIVE POWER
EACH 445,504 shares (1)
REPORTING
-------- ------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 3,410,958 shares (2)
---------------------------- -------- ------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,856,462 shares (1)(2)(3)
---------- ---------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions) |X|
See Item 5
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.8% of the Class A Common Stock (1)(2)(3)(4)
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14 TYPE OF REPORTING PERSON (See Instructions)
BK
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(1) Includes options and rights to acquire 326,000 shares of Class A Common
Stock are exercisable within 60 days.
(2) Includes options and rights to acquire 474,465 shares of Class A Common
Stock and up to 54,035 shares of Class B Common Stock that are exercisable
within 60 days.
(3) 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.
(4) Based on 7,625,331 shares of Class A Common Stock and 1,221,715 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
Feburary 14, 2004, as reported on the Johnson Outdoors Inc. Form 14A Definitive
Proxy Statement, filed with the Securities and Exchange Commission on February
15, 2005, and 800,465 options and rights held by Johnson Bank to purchase shares
of Class A Common Stock and 54,035 shares of Class B Common Stock that are
exercisable within 60 days.
SCHEDULE 13D
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CUSIP NO. 479167 10 8 PAGE 7 OF 16 PAGES
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NAME OF REPORTING PERSON
1 H. Fisk Johnson
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
---------- ---------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [x]
2 (See Instructions) (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
Illinois
---------------------------- -------- ------------------------------------------
7 SOLE VOTING POWER
NUMBER 401,739 shares (1)
OF
-------- ------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 1,603,936 shares (2)(3)(4)
OWNED
-------- ------------------------------------------
BY 9 SOLE DISPOSITIVE POWER
EACH 401,739 shares (1)
REPORTING
-------- ------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 1,603,936 shares (2)(3)(4)
---------------------------- -------- ------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,005,675 (1)(2)(3)(4)
---------- ---------------------------------------------------------------------
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)
22.0% of the Class A Common Stock (1)(2)(3)(4)(5)
---------- ---------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN
---------- ---------------------------------------------------------------------
(1) Includes options and rights to acquire up to 14,143 shares of Class A
Common Stock are exercisable within 60 days.
(2) Includes options and rights to acquire 231,988 shares of Class A Common
Stock and up to 6,250 shares of Class B Common Stock that are exercisable within
60 days
(3) 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.
(4) Includes shares of Class A Common Stock and Class B Common Stock held
of record by entities owned jointly by the Reporting Person and certain other
Reporting Persons.
(5) Based on 7,625,331 shares of Class A Common Stock and 1,221,715 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
Feburary 14, 2004, as reported on the Johnson Outdoors Inc. Form 14A Definitive
Proxy Statement, filed with the Securities and Exchange Commission on February
15, 2005, and options and rights held by Mr. Johnson to purchase 246,131 shares
of Class A Common Stock and 6,250 shares of Class B Common Stock that are
exercisable within 60 days.
SCHEDULE 13D
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CUSIP NO. 479167 10 8 PAGE 8 OF 16 PAGES
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NAME OF REPORTING PERSON
1 S. Curtis Johnson
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
---------- ---------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [x]
2 (See Instructions) (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 43,153 shares (1)
OF
-------- ------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 1,359,883 shares (2)(3)
OWNED
-------- ------------------------------------------
BY 9 SOLE DISPOSITIVE POWER
EACH 43,153 shares (1)
REPORTING
-------- ------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 1,359,883 shares (2)(3)
---------------------------- -------- ------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,403,036 shares (1)(2)(3)
---------- ---------------------------------------------------------------------
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)
15.8% of the Class A Common Stock (1)(2)(3)(4)
---------- ---------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN
---------- ---------------------------------------------------------------------
(1) Includes options and rights to acquire up to 14,144 shares of Class A
Common Stock 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) Includes shares of Class A Common Stock and Class B Common Stock held
of record by entities owned jointly by the Reporting Person and certain other
Reporting Persons.
(4) Based on 7,625,331 shares of Class A Common Stock and 1,221,715 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
Feburary 14, 2004, as reported on the Johnson Outdoors Inc. Form 14A Definitive
Proxy Statement, filed with the Securities and Exchange Commission on February
15, 2005, and options and rights held by Mr. Johnson to purchase 14,144 shares
of Class A Common Stock are exercisable within 60 days.
SCHEDULE 13D
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CUSIP NO. 479167 10 8 PAGE 9 OF 16 PAGES
------------------------------ -------------------------------------
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NAME OF REPORTING PERSON
1 Winifred J. Marquart
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
---------- ---------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [x]
2 (See Instructions) (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 14,164 shares (1)
OF
-------- ------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 447,614 shares (2)(3)(4)
OWNED
-------- ------------------------------------------
BY 9 SOLE DISPOSITIVE POWER
EACH 14,164 shares (1)
REPORTING
-------- ------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 447,614 shares (2)(3)(4)
---------------------------- -------- ------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
461,778 shares (1)(2)(3)(4)
---------- ---------------------------------------------------------------------
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)
5.0% of the Class A Common Stock (1)(2)(3)(4)(5)
---------- ---------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN
---------- ---------------------------------------------------------------------
(1) Includes options and rights to acquire up to 14,144 shares of Class A
Common Stock that are exercisable within 60 days.
(2) Includes options and rights to acquire 192,489 shares of Class A Common
Stock and up to 6,250 shares of Class B Common Stock that are exercisable within
60 days
(3) 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.
(4) Includes shares of Class A Common Stock and Class B Common Stock held
of record by entities owned jointly by the Reporting Person and certain other
Reporting Persons.
(5) Based on 7,625,331 shares of Class A Common Stock and 1,221,715 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
Feburary 14, 2004, as reported on the Johnson Outdoors Inc. Form 14A Definitive
Proxy Statement, filed with the Securities and Exchange Commission on February
15, 2005, and options and rights held by Ms. Marquart to purchase 206,633 shares
of Class A Common Stock and 6,250 shares of Class B Common Stock that are
exercisable within 60 days.
SCHEDULE 13D
------------------------------ -------------------------------------
CUSIP NO. 479167 10 8 PAGE 10 OF 16 PAGES
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THIS AMENDMENT NO. 7 TO SCHEDULE 13D is filed jointly by Helen P.
Johnson-Leipold ("Ms. Johnson-Leipold"), Imogene P. Johnson ("Mrs. Johnson"),
Samuel C. Johnson 1988 Trust Number One u/a September 14, 1988 (the "1988
Trust"), H. Fisk Johnson ("Mr. Fisk Johnson"), S. Curtis Johnson ("Mr. Curtis
Johnson"), Winifred J. Marquart ("Ms. Marquart"), JWA Consolidated, Inc. ("JWA")
and Johnson Bank (the "Bank"). In this Amendment No. 7 to Schedule 13D, Ms.
Johnson-Leipold, Mrs. Johnson, the 1988 Trust, Mr. Fisk Johnson, Mr. Curtis
Johnson, Ms. Marquart, JWA and the Bank 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 any other Reporting Person or any other person. This
filing shall serve to amend and supplement the Amendment No. 6 to Schedule 13D
filed by the Reporting Persons with the Securities and Exchange Commission (the
"SEC") on November 24, 2004.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 to the Schedule 13D is amended and supplemented by the following:
On February 9, 2005, pursuant to a pecuniary bequest of the late Samuel C.
Johnson and as more fully set forth below in Item 4, the 1988 Trust transferred
by gift an aggregate total of 400,000 shares of Class A Common Stock to five
charitable organizations (the "Chartitable Grant"). In furtherance of the
Charitable Grant, Ms. Johnson-Leipold, Mr. Curtis Johnson, Mr. Fisk Johnson and
Ms. Marquart forefeited options held by such Reporting Persons to purchase the
shares subject to the Charitable Grant.
As more fully set forth below in Item 4, on December 31, 2004, an entity
beneficially owned jointly by Mr. Curtis Johnson and the Bank, exercised its
option to acquire 161,667 shares of Class A Common Stock from the 1988 Trust and
paid the exercise price for such shares with a promissory note, attached hereto
as Exhibit 99.15 (the "SCJ Note").
As more fully set forth below in Item 4, on December 31, 2004, an entity
beneficially owned jointly by Ms. Johnson-Leipold and the Bank, exercised an
option to acquire 161,667 shares of Class A Common Stock and paid the exercise
price for such shares with a promissory note, attached hereto as Exhibit 99.16
(the "HJL Note").
As more fully set forth below in Item 4, on December 31, 2004, an entity
beneficially owned jointly by Mr. Fisk Johnson and the Bank, exercised an option
to acquire 161,667 shares of Class A Common Stock and paid the exercise price
for such share with a promissory note, attached hereto as Exhibit 99.17 (the
"HFJ Note").
As more fully set forth below in Item 4, on December 31, 2004, an entity
beneficially owned jointly by Ms. Marquart and the Bank, exercised an option to
acquire 161,667 shares of Class A Common Stock and paid the exercise price for
such shares with a promissory note, attached hereto as Exhibit 99.18 (the "WJM
Note").
SCHEDULE 13D
------------------------------ -------------------------------------
CUSIP NO. 479167 10 8 PAGE 11 OF 16 PAGES
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ITEM 4. PURPOSE OF TRANSACTION.
Item 4 to the Schedule 13D is amended and supplemented by the following:
On February 9, 2005, the 1988 Trust conveyed by gift to five charitable
organizations an aggregate total of 400,000 shares of Class A Common Stock
pursuant to pecuniary bequests of the late Samuel C. Johnson.
On December 31, 2004, an entity beneficially owned jointly by Mr. Curtis
Johnson and the Bank, exercised its option to purchase 161,667 shares of Class A
Common Stock (as assigned by gift from Mr. Curtis Johnson pursuant to that
certain asssignment of option, attached hereto as Exhibit 99.19) by delivery of
that certain option exercise agreement attached hereto as Exhibit 99.20. The
exercise price for the purchase of the shares of Class A Common Stock was paid
with the SCJ Note.
On November 26, 2004, Mr. Curtis Johnson conveyed by gift to (a) an entity
beneficially owned jointly by Mr. Curtis Johnson and the Bank, the right to
acquire from the 1988 Trust 104,500 shares of Class A Common Stock and (b) an
entity beneficially owned by Mrs. Johnson the right to acquire from the 1988
Trust (i) 127,489 shares of Class A Common Stock and (ii) 6,250 shares of Class
B Common Stock, pursuant to the terms of that certain assignment of option,
attached hereto as Exhibit 99.21.
On December 31, 2004, an entity beneficially owned jointly by Ms.
Johnson-Leipold and the Bank, exercised its option to purchase 485,000 shares of
Class A Common Stock (as assigned by gift from Ms. Johnson-Leipold pursuant to
the terms of that certain assignment of option, dated as of December 31, 2004,
attached hereto as Exhibit 99.22) by delivery of that certain option exercise
agreement attached hereto as Exhibit 99.23. The exercise price for the purchase
of the shares of Class A Common Stock was paid by the HJL Note.
On December 15, 2004, Ms. Johnson-Leipold conveyed by gift to (a) an entity
beneficially owned jointly by Ms. Johnson-Leipold and the Bank, the right to
acquire from the 1988 Trust (i) 49,988 shares of Class A Common Stock and (ii)
6,250 shares of Class B Common Stock, (b) entities beneficially owned by the
Bank, the right to acquire from the 1988 Trust 182,000 shares of Class A Common
Stock, pursuant to the terms of that certain assignment of option, attached
hereto as Exhibit 99.24.
On December 31, 2004, an entity beneficially owned jointly by Mr. Fisk
Johnson and the Bank, exercised its option to purchase 161,667 shares of Class A
Common Stock (as assigned by gift from Mr. Fisk Johnson pursuant to that certain
assignment of option, attached hereto as Exhibit 99.25) by delivery of that
certain option exercise agreement attached hereto as Exhibit 99.26. The exercise
price for the purchase of the shares of Class A Common Stock was paid by the HFJ
Note.
On December 15, 2004, Mr. Fisk Johnson conveyed by gift to entities
beneficially owned jointly by Mr. Fisk Johnson and the Bank, the right to
acquire from the 1988 Trust (i) 231,988 shares of Class A Common Stock and (ii)
6,250 shares of Class B Common Stock, pursuant to the terms of that certain
assignment of option, attached hereto as Exhibit 99.27.
On December 31, 2004, an entity beneficially owned jointly by Ms. Marquart
and the Bank, exercised its option to purchase 161,667 shares of Class A Common
Stock (as assigned by gift from Ms. Marquart pursuant to that certain assignment
of option, attached hereto as Exhibit 99.28) by delivery of that certain option
SCHEDULE 13D
------------------------------ -------------------------------------
CUSIP NO. 479167 10 8 PAGE 12 OF 16 PAGES
------------------------------ -------------------------------------
exercise agreement attached hereto as Exhibit 99.29. The exercise price for the
purchase of the shares of Class A Common Stock was paid by the WJM Note.
On December 15, 2004, Ms. Marquart conveyed by gift to entities
beneficially owned jointly by Ms. Marquart and the Bank, the right to acquire
from the 1988 Trust (i) 231,989 shares of Class A Common Stock and (ii) 6,250
shares of Class B Common Stock, pursuant to the terms of that certain assignment
of option, attached hereto as Exhibit 99.30.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended 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 Aggregate Beneficial Ownership Percentage of Outstanding Shares
Dispositive Power and Dispositive
Power
----------------------- ------------------ ------------------ ------------------------------- ------------------------------------
Ms. Johnson-Leipold 342,587 (1)(2) 1,948,746 2,291,333 (1)(2)(10)(12) 25.7% (1)(2)(4)(10)(12)
(1)(10)(18) (13)(14)(15)(16)(17)(18) (13)(14)(15)(16)(17)(18)
----------------------- ------------------ ------------------ ------------------------------- ------------------------------------
Mrs. Johnson 177,788 2,446,858 (1) 2,624,646 (1)(11)(13) 29.2% (1)(5)(11)(13)
(14)(15)(16)(17) (14)(15)(16)(17)
----------------------- ------------------ ------------------ ------------------------------- ------------------------------------
The 1988 Trust 0 2,046,858 (1) 2,046,858 (1)(11)(12) 23.1% (1)(5)(11)(12)
(13)(14)(15)(16)(17) (13)(14)(15)(16)(17)
----------------------- ------------------ ------------------ ------------------------------- ------------------------------------
JWA 114,464 1,037,330 (1) 1,151,794 (1)(11)(12) 13.0% (1)(5)(11)(12)
(14)(15)(16)(17) (14)(15)(16)(17)
----------------------- ------------------ ------------------ ------------------------------- ------------------------------------
The Bank 445,504 (1) 3,410,958 (1) 3,856,462 (1)(11)(12) 39.8% (1)(6)(11)(12)
(13)(15)(16)(17) (13)(15)(16)(17)
----------------------- ------------------ ------------------ ------------------------------- ------------------------------------
Mr. Fisk Johnson 401,739 (1)(3) 1,603,936 2,005,675 (1)(3)(10)(11) 22.0% (1)(3)(7)(10)(11)
(1)(10)(19) (12)(13)(14)(16)(17)(19) (12)(13)(14)(16)(17(19))
----------------------- ------------------ ------------------ ------------------------------- ------------------------------------
Mr. Curtis Johnson 43,153 (1)(3) 1,359,883 (1)(10) 1,403,036 (1)(3)(7)(10) 15.8% (1)(3)(8)(10)(11)(12)
(11)(12)(13)(14)(15)(17) (13)(14)(15)(17)
----------------------- ------------------ ------------------ ------------------------------- ------------------------------------
Ms. Marquart 14,164 (1)(3) 447,614 461,778 (1)(3)(10)(11)(12) 5.0% (1)(3)(9)(10)(11)(12)
(1)(10)(20) (13)(14)(15)(16)(20) (13)(14)(15)(16)(20)
----------------------- ------------------ ------------------ ------------------------------- ------------------------------------
(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 and rights to acquire 14,143 shares of Class A Common Stock and 6,250 shares of
Class B Common Stock, which options and rights are exercisable within 60 days, and 3,932 shares of Class
A Common Stock held in Ms. Johnson-Leipold's 401(k) plan as of November 1, 2004.
(3) Includes options and rights to acquire 14,143 shares of Class A Common Stock for Mr. Fisk Johnson,
and 14,144 for each of Mr. Curtis Johnson and Ms. Marquart, which options and rights are exercisable
within 60 days.
(4) Based on 7,625,331 shares of Class A Common Stock and 1,221,715 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 Feburary 14, 2004, as reported on the Johnson Outdoors Inc. Form 14A Definitive
Proxy Statement, filed with the Securities and Exchange Commission on February 15, 2005and 64,131
options and rights held by Ms. Johnson-Leipold to purchase shares of Class A Common Stock and 6,250
shares of Class B Common Stock, which options and rights are exercisable within 60 days.
(5) Based on 7,625,331 shares of Class A Common Stock and 1,221,715 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 Feburary 14, 2004, as reported on the Johnson Outdoors Inc. Form 14A Definitive
Proxy Statement, filed with the Securities and Exchange Commission on February 15, 2005, filed with the
Securities and Exchange Commission on October 29, 2004.
SCHEDULE 13D
------------------------------ -------------------------------------
CUSIP NO. 479167 10 8 PAGE 13 OF 16 PAGES
------------------------------ -------------------------------------
(6) Based on 7,625,331 shares of Class A Common Stock and 1,221,715 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 Feburary 14, 2004, as reported on the Johnson Outdoors Inc. Form 14A Definitive
Proxy Statement, filed with the Securities and Exchange Commission on February 15, 2005, and 800,465
options and rights held by Johnson Bank to purchase shares of Class A Common Stock and 54,035 shares of
Class B Common Stock that are exercisable within 60 days.
(7) Based on 7,625,331 shares of Class A Common Stock and 1,221,715 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 Feburary 14, 2004, as reported on the Johnson Outdoors Inc. Form 14A Definitive
Proxy Statement, filed with the Securities and Exchange Commission on February 15, 2005, and options and
rights held by Mr. Fisk Johnson to purchase 246,131 shares of Class A Common Stock and 6,250 shares of
Class B Common Stock that are exercisable within 60 days.
(8) Based on 7,625,331 shares of Class A Common Stock and 1,221,715 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 Feburary 14, 2004, as reported on the Johnson Outdoors Inc. Form 14A Definitive
Proxy Statement, filed with the Securities and Exchange Commission on February 15, 2005, and options and
rights held by Mr. Curtis Johnson to purchase 14,144 shares of Class A Common Stock are exercisable
within 60 days.
(9) Based on 7,625,331 shares of Class A Common Stock and 1,221,715 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 Feburary 14, 2004, as reported on the Johnson Outdoors Inc. Form 14A Definitive
Proxy Statement, filed with the Securities and Exchange Commission on February 15, 2005, and options and
rights held by Ms. Marquart to purchase 206,633 shares of Class A Common Stock and 6,250 shares of Class
B Common Stock that are exercisable within 60 days.
(10) Includes shares of Class A Common Stock and Class B Common Stock held of record by entities owned
jointly by the Reporting Person and certain other Reporting Persons.
(11) Excludes 342,587 shares beneficially owned solely by Ms. Johnson-Leipold as to which Mrs. Johnson,
the 1988 Trust JWA, the Bank, Mr. Fisk Johnson, Mr. Curtis Johnson and Ms. Marquart disclaim any
beneficial ownership.
(12) Excludes 177,788 shares beneficially owned solely by Mrs. Johnson as to which Ms. Johnson-Leipold,
the 1988 Trust, JWA, the Bank, Mr. Fisk Johnson, Mr. Curtis Johnson and Ms. Marquart disclaim any
beneficial ownership.
(13) Excludes 114,464 shares beneficially owned solely by JWA to which Ms. Johnson-Leipold, Mrs.
Johnson, the 1988 Trust, the Bank, Mr. Fisk Johnson, Mr. Curtis Johnson and Ms. Marquart disclaim any
beneficial ownership.
(14) Excludes 445,504 shares beneficially owned solely by the Bank to which Ms. Johnson-Leipold, Mrs.
Johnson, the 1988 Trust, JWA, Mr. Fisk Johnson, Mr. Curtis Johnson and Ms. Marquart disclaim any
beneficial ownership.
(15) Excludes 401,739 shares beneficially owned solely by Mr. Fisk Johnson as to which Ms.
Johnson-Leipold, Mrs. Johnson, the 1988 Trust, JWA, the Bank, Mr. Curtis Johnson and Ms. Marquart
disclaim any beneficial ownership.
(16) Excludes 43,153 shares beneficially owned solely by Mr. Curtis Johnson as to which Ms.
Johnson-Leipold, Mrs. Johnson, the 1988 Trust, JWA, the Bank, Mr. Fisk Johnson and Ms. Marquart disclaim
any beneficial ownership.
(17) Excludes 14,164 shares beneficially owned solely by Ms. Marquart as to which Ms. Johnson-Leipold,
Mrs. Johnson, the 1988 Trust, JWA, the Bank, Mr. Fisk Johnson and Mr. Curtis Johnson disclaim any
beneficial ownership.
(18) Includes options and rights to acquire 49,998 shares of Class A Common Stock and up to 6,250 shares
of Class B Common Stock that are exercisable within 60 days.
(19) Includes options and rights to acquire 231,988 shares of Class A Common Stock and up to 6,250
shares of Class B Common Stock that are exercisable within 60 days.
(20) Includes options and rights to acquire 192,489 shares of Class A Common Stock and up to 6,250
shares of Class B Common Stock that are exercisable within 60 days.
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. 479167 10 8 PAGE 14 OF 16 PAGES
------------------------------ -------------------------------------
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Except as described in this Schedule 13D, as Amended by this Amendment No.
7, there are no contracts, arrangements, understandings or relationships (legal
or otherwise) among the Reporting Persons and between such Reporting Persons and
any person with respect to any securities of the Company, including but not
limited to transfer or voting of the securities, finder's fees, joint ventures,
loan or option arrangements, puts or calls, guarantors of profit, division of
profit or loss or the giving or withholding of proxies.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
Item 7 is hereby amended as follows:
Exhibit No. Title
----------- -----
Exhibit 99.15 Promissory Note, dated as of December 31,
2004, issued by the S. Curtis Johnson Third
Party Gift and Inheritence Trust to the 1988
Trust.
Exhibit 99.16 Promissory Note, dated as of December 31,
2004, issued by the Helen Johnson-Leipold
Third Party Gift and Inheritence Trust to
the 1988 Trust.
Exhibit 99.17 Promissory Note, dated as of December 31,
2004, issued by the H. Fisk Johnson Third
Party Gift and Inheritence Trust to the 1988
Trust.
Exhibit 99.18 Promissory Note, dated as of December 31,
2004, issued by the Winifred J. Marquart
Third Party Gift and Inheritence Trust to
the 1988 Trust.
Exhibit 99.19 Assignment of Option, dated as of December
31, 2004, executed Mr. Curtis Johnson.
Exhibit 99.20 Option Exercise Agreement, dated as of
December 31, 2004, executed by the S. Curtis
Johnson Third Party Gift and Inheritence
Trust.
Exhibit 99.21 Assignment of Option, dated as of November
26, 2004, executed by Mr. Curtis Johnson.
Exhibit 99.22 Assignment of Option, dated as of December
31, 2004, executed by Ms. Johnson-Leipold.
Exhibit 99.23 Option Exercise Agreement, dated as of
December 31, 2004, executed by the Helen
Johnson-Leipold Third Party Gift and
Inheritence Trust.
Exhibit 99.24 Assignment of Option, dated as of December
15, 2004, executed by Ms. Johnson-Leipold.
Exhibit 99.25 Assignment of Option, dated as of December
31, 2004, executed by Mr. Fisk Johnson.
SCHEDULE 13D
------------------------------ -------------------------------------
CUSIP NO. 479167 10 8 PAGE 15 OF 16 PAGES
------------------------------ -------------------------------------
Exhibit 99.26 Option Exercise Agreement, dated as of
December 31, 2004, executed by the H. Fisk
Johnson Third Party Gift and Inheritence
Trust.
Exhibit 99.27 Assignment of Option, dated as of December
15, 2004, executed Mr. Fisk Johnson.
Exhibit 99.28 Assignment of Option, dated as of December
31, 2004, executed by Ms. Marquart.
Exhibit 99.29 Option Exercise Agreement, dated as of
December 31, 2004, executed by the Winifred
J. Marquart Third Party Gift and Inheritence
Trust.
Exhibit 99.30 Assignment of Option, dated as of December
15, 2004, executed by Ms. Marquart.
SCHEDULE 13D
------------------------------ -------------------------------------
CUSIP NO. 479167 10 8 PAGE 16 OF 16 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: February 16, 2005 /s/ Helen P. Johnson-Leipold
-------------------------------------------
Name: Helen P. Johnson-Leipold
Dated: February 16, 2005 /s/ Imogene P. Johnson
-------------------------------------------
Name: Imogene P. Johnson
Dated: February 16, 2005 /s/ H. Fisk Johnson
-------------------------------------------
Name: H. Fisk Johnson
Dated: February 16, 2005 /s/ S. Curtis Jonson
-------------------------------------------
Name: S. Curtis Johnson
Dated: February 16, 2005 /s/ Winifred J. Marquart
-------------------------------------------
Name: Winifred J. Marquart
Samuel C. Johnson 1988 Trust Number One u/a
September 14, 1988
Dated: February 16, 2005 By: /s/ Imogene P. Johnson
--------------------------------------
Name: Imogene P. Johnson
Title: Co-Trustee
JWA Consolidated, Inc.
Dated: February 16, 2005 By: /s/ Imogene P. Johnson
--------------------------------------
Name: Imogene P. Johnson
Title: President
Johnson Bank
Dated: February 16, 2005 By: /s/ Brian L. Lucareli
--------------------------------------
Name: Brian Lucareli
Title: Senior Vice President
Exhibit 99.15
SECURED PROMISSORY NOTE
$2,108,137.68 Racine, Wisconsin
December 31, 2004
Johnson Bank, as trustee of the S. Curtis Johnson Third Party Gift and
Inheritance Trust ("Borrower"), hereby promises to pay to the order of Imogene
P. Johnson and Johnson Bank, as trustees of the Samuel C. Johnson 1988 Trust
Number One ("Lender"), on the "maturity date" (defined below) the principal sum
of Two Million One Hundred Eight Thousand One Hundred Thirty-Seven and 68/100
Dollars ($2,108,137.68), together with interest on the unpaid principal balance
from time to time outstanding at the rate of 4.68% per annum until the day
preceding the maturity date. Interest and principal is due and payable annually
on December 31st of each year in accordance with the attached repayment
schedule, with a final payment in an amount necessary to pay all principal and
interest then outstanding on December 31, 2019 (the "maturity date"). Interest
shall accrue on any interest or principal which remains unpaid after 15 days
from its due date at the applicable federal rate under Internal Revenue Code
Section 1274(d) in effect on such due date.
To secure payment of this Note, Borrower has pledged to Lender Borrower's
interest in and to 161,667 Class A shares of Johnson Outdoors, Inc, a Wisconsin
corporation, and all proceeds thereof ("Collateral"). Borrower warrants that,
while any obligation under this Note remains outstanding, Borrower will (i)
refrain from additional borrowing or making of any loan without the approval of
the Lender and (ii) keep the Collateral free and clear of all other liens,
encumbrances and security interests. In the event of default under this Note,
the Lender may take possession of the Collateral without notice or hearing.
Borrower may prepay any part or all of the principal amount of this note at
any time and from time to time without penalty, provided that any such
prepayment must be accompanied by a payment of the interest accrued to the date
of the prepayment on the principal amount which is being prepaid.
All payments made hereunder, including any prepayments, will be deemed to
have been made on the date of receipt by Lender. All payments must be made to
Lender at 555 Main Street, Suite 260, Racine, Wisconsin 53403, or at another
place designated by Lender in a written notice to Borrower.
The internal laws of the State of Wisconsin 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
date first above written.
S. CURTIS JOHNSON THIRD PARTY GIFT
AND INHERITANCE TRUST
JOHNSON BANK, trustee
/s/ Brian L. Lucareli
-----------------------------------------
Brian L. Lucareli, Senior Vice President
PROMISSORY NOTE
REPAYMENT SCHEDULE
Exhibit 99.16
SECURED PROMISSORY NOTE
$6,324,400.00 Racine, Wisconsin
December 31, 2004
Johnson Bank, as trustee of the Helen P. Johnson-Leipold Third Party Gift
and Inheritance Trust ("Borrower"), hereby promises to pay to the order of
Imogene P. Johnson and Johnson Bank, as trustees of the Samuel C. Johnson 1988
Trust Number One ("Lender"), on the "maturity date" (defined below) the
principal sum of Six Million Three Hundred Twenty-Four Thousand Four Hundred
Dollars ($6,324,400.00), together with interest on the unpaid principal balance
from time to time outstanding at the rate of 4.68% per annum until the day
preceding the maturity date. Interest and principal is due and payable annually
on December 31st of each year in accordance with the attached repayment
schedule, with a final payment in an amount necessary to pay all principal and
interest then outstanding on December 31, 2019 (the "maturity date"). Interest
shall accrue on any interest or principal which remains unpaid after 15 days
from its due date at the applicable federal rate under Internal Revenue Code
Section 1274(d) in effect on such due date.
To secure payment of this Note, Borrower has pledged to Lender Borrower's
interest in and to 485,000 Class A shares of Johnson Outdoors, Inc, a Wisconsin
corporation, and all proceeds thereof ("Collateral"). Borrower warrants that,
while any obligation under this Note remains outstanding, Borrower will (i)
refrain from additional borrowing or making of any loan without the approval of
the Lender and (ii) keep the Collateral free and clear of all other liens,
encumbrances and security interests. In the event of default under this Note,
the Lender may take possession of the Collateral without notice or hearing.
Borrower may prepay any part or all of the principal amount of this note at
any time and from time to time without penalty, provided that any such
prepayment must be accompanied by a payment of the interest accrued to the date
of the prepayment on the principal amount which is being prepaid.
All payments made hereunder, including any prepayments, will be deemed to
have been made on the date of receipt by Lender. All payments must be made to
Lender at 555 Main Street, Suite 260, Racine, Wisconsin 53403, or at another
place designated by Lender in a written notice to Borrower.
The internal laws of the State of Wisconsin 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
date first above written.
HELEN P. JOHNSON-LEIPOLD THIRD PARTY GIFT
AND INHERITANCE TRUST
JOHNSON BANK, trustee
/s/ Brian L. Lucareli
------------------------------------------
Brian L. Lucareli, Senior Vice President
PROMISSORY NOTE
REPAYMENT SCHEDULE
Exhibit 99.17
SECURED PROMISSORY NOTE
$2,108,137.68 Racine, Wisconsin
December 31, 2004
Johnson Bank, as trustee of the H. Fisk Johnson Third Party Gift and
Inheritance Trust ("Borrower"), hereby promises to pay to the order of Imogene
P. Johnson and Johnson Bank, as trustees of the Samuel C. Johnson 1988 Trust
Number One ("Lender"), on the "maturity date" (defined below) the principal sum
of Two Million One Hundred Eight Thousand One Hundred Thirty-Seven and 68/100
Dollars ($2,108,137.68), together with interest on the unpaid principal balance
from time to time outstanding at the rate of 4.68% per annum until the day
preceding the maturity date. Interest and principal is due and payable annually
on December 31st of each year in accordance with the attached repayment
schedule, with a final payment in an amount necessary to pay all principal and
interest then outstanding on December 31, 2019 (the "maturity date"). Interest
shall accrue on any interest or principal which remains unpaid after 15 days
from its due date at the applicable federal rate under Internal Revenue Code
Section 1274(d) in effect on such due date.
To secure payment of this Note, Borrower has pledged to Lender Borrower's
interest in and to 161,667 Class A shares of Johnson Outdoors, Inc, a Wisconsin
corporation, and all proceeds thereof ("Collateral"). Borrower warrants that,
while any obligation under this Note remains outstanding, Borrower will (i)
refrain from additional borrowing or making of any loan without the approval of
the Lender and (ii) keep the Collateral free and clear of all other liens,
encumbrances and security interests. In the event of default under this Note,
the Lender may take possession of the Collateral without notice or hearing.
Borrower may prepay any part or all of the principal amount of this note at
any time and from time to time without penalty, provided that any such
prepayment must be accompanied by a payment of the interest accrued to the date
of the prepayment on the principal amount which is being prepaid.
All payments made hereunder, including any prepayments, will be deemed to
have been made on the date of receipt by Lender. All payments must be made to
Lender at 555 Main Street, Suite 260, Racine, Wisconsin 53403, or at another
place designated by Lender in a written notice to Borrower.
The internal laws of the State of Wisconsin 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
date first above written.
H. FISK JOHNSON THIRD PARTY GIFT AND
INHERITANCE TRUST
JOHNSON BANK, trustee
/s/ Brian L. Lucareli
-----------------------------------------
Brian L. Lucareli, Senior Vice President
PROMISSORY NOTE
REPAYMENT SCHEDULE
Exhibit 99.18
SECURED PROMISSORY NOTE
$2,108,137.68 Racine, Wisconsin
December 31, 2004
Johnson Bank, as trustee of the Winifred J. Marquart Third Party Gift and
Inheritance Trust ("Borrower"), hereby promises to pay to the order of Imogene
P. Johnson and Johnson Bank, as trustees of the Samuel C. Johnson 1988 Trust
Number One ("Lender"), on the "maturity date" (defined below) the principal sum
of Two Million One Hundred Eight Thousand One Hundred Thirty-Seven and 68/100
Dollars ($2,108,137.68), together with interest on the unpaid principal balance
from time to time outstanding at the rate of 4.68% per annum until the day
preceding the maturity date. Interest and principal is due and payable annually
on December 31st of each year in accordance with the attached repayment
schedule, with a final payment in an amount necessary to pay all principal and
interest then outstanding on December 31, 2019 (the "maturity date"). Interest
shall accrue on any interest or principal which remains unpaid after 15 days
from its due date at the applicable federal rate under Internal Revenue Code
Section 1274(d) in effect on such due date.
To secure payment of this Note, Borrower has pledged to Lender Borrower's
interest in and to 161,667 Class A shares of Johnson Outdoors, Inc, a Wisconsin
corporation, and all proceeds thereof ("Collateral"). Borrower warrants that,
while any obligation under this Note remains outstanding, Borrower will (i)
refrain from additional borrowing or making of any loan without the approval of
the Lender and (ii) keep the Collateral free and clear of all other liens,
encumbrances and security interests. In the event of default under this Note,
the Lender may take possession of the Collateral without notice or hearing.
Borrower may prepay any part or all of the principal amount of this note at
any time and from time to time without penalty, provided that any such
prepayment must be accompanied by a payment of the interest accrued to the date
of the prepayment on the principal amount which is being prepaid.
All payments made hereunder, including any prepayments, will be deemed to
have been made on the date of receipt by Lender. All payments must be made to
Lender at 555 Main Street, Suite 260, Racine, Wisconsin 53403, or at another
place designated by Lender in a written notice to Borrower.
The internal laws of the State of Wisconsin 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
date first above written.
WINIFRED J. MARQUART THIRD PARTY GIFT AND
INHERITANCE TRUST
JOHNSON BANK, trustee
/s/ Brian L. Lucareli
-----------------------------------------
Brian L. Lucareli, Senior Vice President
PROMISSORY NOTE
REPAYMENT SCHEDULE
Exhibit 99.19
ASSIGNMENT OF OPTION
WHEREAS, on June 30, 2003, I entered into an option agreement (the "Option
Agreement") with Samuel C. Johnson, as trustee of the Samuel C. Johnson 1988
Trust Number One (the "Trust Number One");
WHEREAS, pursuant to the Option Agreement, I have the right to purchase
161,667 Class A shares of Johnson Outdoors, Inc., a Wisconsin corporation (the
"Option Assets"), from Trust Number One prior to January 7, 2005;
WHEREAS, pursuant to paragraph 3 of the Option Agreement, I may assign my
right to exercise the option granted under the Option Agreement, in whole or in
part, to trusts for the benefit of any one or more of Samuel C. Johnson's
descendants; and
WHEREAS, I desire to assign all of my rights under the Option Agreement to
Johnson Bank, as trustee of the S. Curtis Johnson Third Party Gift and
Inheritance Trust.
NOW, THEREFORE: I hereby assign, transfer and convey all of my rights under
the Option Agreement to Johnson Bank, as trustee of the S. Curtis Johnson Third
Party Gift and Inheritance Trust.
Dated: December 31, 2004.
/s/ S. Curtis Johnson
-----------------------------------------
S. Curtis Johnson
The undersigned accepts the foregoing assignment as of the date last above
written.
S. CURTIS JOHNSON THIRD PARTY GIFT AND
INHERITANCE TRUST
JOHNSON BANK, trustee
/s/ Brian L. Lucareli
Brian L. Lucareli, Senior Vice President
Exhibit 99.20
OPTION EXERCISE
THIS AGREEMENT is entered into as of the 31st day of December, 2004, by and
between Johnson Bank, as trustee of the S. Curtis Johnson Third Party Gift and
Inheritance Trust (the "Purchaser"), and Imogene P. Johnson and Johnson Bank, as
co-trustees of the Samuel C. Johnson 1988 Trust Number One (the "Seller").
RECITALS
A. On June 30, 2003, Samuel C. Johnson, as trustee of the Samuel C. Johnson
1988 Trust Number One, entered into an option agreement (the "Option Agreement")
with S. Curtis Johnson.
B. Pursuant to the Option Agreement, S. Curtis Johnson has the right to
purchase 161,667 Class A shares of Johnson Outdoors, Inc., a Wisconsin
corporation (the "Option Assets"), from the Seller prior to January 7, 2005.
C. Pursuant to the Option Agreement, the price to be paid for the Option
Assets is $13.04 per share.
D. Prior to the execution of this instrument, S. Curtis Johnson assigned to
Purchaser all of his rights pursuant to the Option Agreement.
AGREEMENT
1. Exercise of Option. Purchaser hereby exercises its option to purchase
161,667 Class A shares of Johnson Outdoors, Inc. Seller hereby sells 161,667
Class A shares of Johnson Outdoors, Inc. to Purchaser.
2. Purchase Price. In exchange for the Option Assets, Purchaser herewith
executes and delivers to Seller a secured promissory note in the principal
amount of $2,108,137.68 substantially in the form of Exhibit A attached hereto.
3. Parties in Interest. This agreement binds the parties hereto and their
respective executors, administrators, legal representatives, trustees, heirs,
distributees, legatees, successors and assigns. Nothing expressed or implied in
this agreement is intended or may be construed to confer on any other person any
rights, remedies, obligations or liabilities under or by reason of this
agreement.
4. Entire Transaction. This agreement contains the entire understanding
among the parties hereto with respect to the transaction contemplated hereby and
supersedes all other agreements and understandings between the parties with
respect to the transaction.
5. Applicable Law. The internal laws of the State of Wisconsin govern this
agreement.
6. Severability. If any provisions hereof shall be or become unenforceable
for any reason, the validity and effect of all other provisions shall not be
affected thereby.
7. Headings. The headings contained in this agreement are for reference
purposes only and will not affect the meaning or interpretation of any provision
hereof.
8. Counterparts. This agreement may be executed in multiple counterparts.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
PURCHASER: SELLER:
S. CURTIS JOHNSON THIRD PARTY SAMUEL C. JOHNSON 1988 TRUST
GIFT AND INHERITANCE TRUST NUMBER ONE
JOHNSON BANK, trustee
/s/ Brian L. Lucareli
Brian L. Lucareli, Senior Vice President /s/ Imogene Powers Johnson
------------------------------------
Imogene Powers Johnson, co-trustee
JOHNSON BANK, co-trustee
/s/ Brian L. Lucareli
------------------------------------
Brian L. Lucareli, Senior Vice
President
EXHIBIT A
SECURED PROMISSORY NOTE
$2,108,137.68 Racine, Wisconsin
December 31, 2004
Johnson Bank, as trustee of the S. Curtis Johnson Third Party Gift and
Inheritance Trust ("Borrower"), hereby promises to pay to the order of Imogene
P. Johnson and Johnson Bank, as trustees of the Samuel C. Johnson 1988 Trust
Number One ("Lender"), on the "maturity date" (defined below) the principal sum
of Two Million One Hundred Eight Thousand One Hundred Thirty-Seven and 68/100
Dollars ($2,108,137.68), together with interest on the unpaid principal balance
from time to time outstanding at the rate of 4.68% per annum until the day
preceding the maturity date. Interest and principal is due and payable annually
on December 31st of each year in accordance with the attached repayment
schedule, with a final payment in an amount necessary to pay all principal and
interest then outstanding on December 31, 2019 (the "maturity date"). Interest
shall accrue on any interest or principal which remains unpaid after 15 days
from its due date at the applicable federal rate under Internal Revenue Code
Section 1274(d) in effect on such due date.
To secure payment of this Note, Borrower has pledged to Lender Borrower's
interest in and to 161,667 Class A shares of Johnson Outdoors, Inc, a Wisconsin
corporation, and all proceeds thereof ("Collateral"). Borrower warrants that,
while any obligation under this Note remains outstanding, Borrower will (i)
refrain from additional borrowing or making of any loan without the approval of
the Lender and (ii) keep the Collateral free and clear of all other liens,
encumbrances and security interests. In the event of default under this Note,
the Lender may take possession of the Collateral without notice or hearing.
Borrower may prepay any part or all of the principal amount of this note at
any time and from time to time without penalty, provided that any such
prepayment must be accompanied by a payment of the interest accrued to the date
of the prepayment on the principal amount which is being prepaid.
All payments made hereunder, including any prepayments, will be deemed to
have been made on the date of receipt by Lender. All payments must be made to
Lender at 555 Main Street, Suite 260, Racine, Wisconsin 53403, or at another
place designated by Lender in a written notice to Borrower.
The internal laws of the State of Wisconsin 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
date first above written.
S. CURTIS JOHNSON THIRD PARTY GIFT AND
INHERITANCE TRUST
JOHNSON BANK, trustee
/s/ Brian L. Lucareli
-----------------------------------------
Brian L. Lucareli, Senior Vice President
PROMISSORY NOTE
REPAYMENT SCHEDULE
Date Total Payment Interest Due Principal Due Principal Balance
--------------------------------------------------------------------------------
31-Dec-04 $ -- $ -- $ -- $ 2,108,137.68
31-Dec-05 $ 198,733.48 $ 98,660.84 $ 100,072.64 $ 2,008,065.04
31-Dec-06 $ 198,733.48 $ 93,977.44 $ 104,756.04 $ 1,903,309.00
31-Dec-07 $ 198,733.48 $ 89,074.86 $ 109,658.62 $ 1,793,650.38
31-Dec-08 $ 198,733.48 $ 83,942.84 $ 114,790.64 $ 1,678,859.74
31-Dec-09 $ 198,733.48 $ 78,570.64 $ 120,162.84 $ 1,558,696.90
31-Dec-10 $ 198,733.48 $ 72,947.01 $ 125,786.47 $ 1,432,910.43
31-Dec-11 $ 198,733.48 $ 67,060.21 $ 131,673.27 $ 1,301,237.16
31-Dec-12 $ 198,733.48 $ 60,897.90 $ 137,835.58 $ 1,163,401.58
31-Dec-13 $ 198,733.48 $ 54,447.19 $ 144,286.29 $ 1,019,115.29
31-Dec-14 $ 198,733.48 $ 47,694.60 $ 151,038.88 $ 868,076.41
31-Dec-15 $ 198,733.48 $ 40,625.98 $ 158,107.50 $ 709,968.91
31-Dec-16 $ 198,733.48 $ 33,226.54 $ 165,506.94 $ 544,461.97
31-Dec-17 $ 198,733.48 $ 25,480.82 $ 173,252.66 $ 371,209.31
31-Dec-18 $ 198,733.48 $ 17,372.60 $ 181,360.88 $ 189,848.43
31-Dec-19 $ 198,733.34 $ 8,884.91 $ 189,848.43 $ --
Exhibit 99.21
ASSIGNMENT OF OPTION
WHEREAS, on June 27, 2003, Samuel C. Johnson, as trustee of the Samuel C.
Johnson 1988 Trust Number One (the "Trust"), entered into an option agreement
(the "Option Agreement") with his children, including me, S. Curtis Johnson;
WHEREAS, pursuant to the Option Agreement, I have an option to purchase
certain assets from the Trust during the period beginning on May 22, 2004, the
date of Samuel C. Johnson's death, and ending on February 22, 2005;
WHEREAS, pursuant to paragraph 3 of the Option Agreement, I may assign my
right to exercise the option granted under the Option Agreement, in whole or in
part, to trusts for the benefit of any one or more of Samuel C. Johnson's
descendants; and
WHEREAS, I desire to assign my rights under the Option Agreement in part to
each of Johnson Bank, as trustee of the Exempt Family Trust u/a S. Curtis
Johnson 1996 Family Trust, and Imogene P. Johnson, as trustee of the Herbert F.
Johnson Family Trust dated March 7, 1967.
NOW, THEREFORE:
1. I hereby assign, transfer and convey to Johnson Bank, as trustee of the
Exempt Family Trust u/a S. Curtis Johnson 1996 Family Trust, my right pursuant
to the Option Agreement to purchase 104,500 Class A shares of Johnson Outdoors,
Inc., a Wisconsin corporation.
2. I hereby assign, transfer and convey to Imogene P. Johnson, as trustee
of the Herbert F. Johnson Family Trust dated March 7, 1967, my right pursuant to
the Option Agreement to purchase the following interests in Johnson Outdoors,
Inc., a Wisconsin corporation: 127,489 Class A shares, 6,250 Class B shares and
11,761 Class B voting trust certificates.
Signed at Racine, Wisconsin, on November 26, 2004.
/s/ S. Curtis Johnson
------------------------------------------
S. Curtis Johnson
Exhibit 99.22
ASSIGNMENT OF OPTION
WHEREAS, on July 8, 2003, I entered into an option agreement (the "Option
Agreement") with Samuel C. Johnson, as trustee of the Samuel C. Johnson 1988
Trust Number One (the "Trust Number One");
WHEREAS, pursuant to the Option Agreement, I have the right to purchase
485,000 Class A shares of Johnson Outdoors, Inc., a Wisconsin corporation (the
"Option Assets"), from Trust Number One prior to January 7, 2005;
WHEREAS, pursuant to paragraph 3 of the Option Agreement, I may assign my
right to exercise the option granted under the Option Agreement, in whole or in
part, to trusts for the benefit of any one or more of Samuel C. Johnson's
descendants; and
WHEREAS, I desire to assign all of my rights under the Option Agreement to
Johnson Bank, as trustee of the Helen P. Johnson-Leipold Third Party Gift and
Inheritance Trust.
NOW, THEREFORE: I hereby assign, transfer and convey all of my rights under
the Option Agreement to Johnson Bank, as trustee of the Helen P. Johnson-Leipold
Third Party Gift and Inheritance Trust.
Dated: December 31, 2004.
/s/ Helen P. Johnson-Leipold
-----------------------------------------
Helen P. Johnson-Leipold
The undersigned accepts the foregoing assignment as of the date last above
written.
HELEN P. JOHNSON-LEIPOLD THIRD PARTY GIFT
AND INHERITANCE TRUST
JOHNSON BANK, trustee
/s/ Brian L. Lucareli
-----------------------------------------
Brian L. Lucareli, Senior Vice President
Exhibit 99.23
OPTION EXERCISE
THIS AGREEMENT is entered into as of the 31st day of December, 2004, by and
between Johnson Bank, as trustee of the Helen P. Johnson-Leipold Third Party
Gift and Inheritance Trust (the "Purchaser"), and Imogene P. Johnson and Johnson
Bank, as co-trustees of the Samuel C. Johnson 1988 Trust Number One (the
"Seller").
RECITALS
A. On July 8, 2003, Samuel C. Johnson, as trustee of the Samuel C. Johnson
1988 Trust Number One, entered into an option agreement (the "Option Agreement")
with Helen P. Johnson-Leipold.
B. Pursuant to the Option Agreement, Helen P. Johnson-Leipold has the right
to purchase 485,000 Class A shares of Johnson Outdoors, Inc., a Wisconsin
corporation (the "Option Assets"), from the Seller prior to January 7, 2005.
C. Pursuant to the Option Agreement, the price to be paid for the Option
Assets is $13.04 per share.
D. Prior to the execution of this instrument, Helen P. Johnson-Leipold
assigned to Purchaser all of her rights pursuant to the Option Agreement.
AGREEMENT
1. Exercise of Option. Purchaser hereby exercises its option to purchase
485,000 Class A shares of Johnson Outdoors, Inc. Seller hereby sells 485,000
Class A shares of Johnson Outdoors, Inc. to Purchaser.
2. Purchase Price. In exchange for the Option Assets, Purchaser herewith
executes and delivers to Seller a secured promissory note for $6,324,400.00
substantially in the form of Exhibit A attached hereto.
3. Parties in Interest. This agreement binds the parties hereto and their
respective executors, administrators, legal representatives, trustees, heirs,
distributees, legatees, successors and assigns. Nothing expressed or implied in
this agreement is intended or may be construed to confer on any other person any
rights, remedies, obligations or liabilities under or by reason of this
agreement.
4. Entire Transaction. This agreement contains the entire understanding
among the parties hereto with respect to the transaction contemplated hereby and
supersedes all other agreements and understandings between the parties with
respect to the transaction.
5. Applicable Law. The internal laws of the State of Wisconsin govern this
agreement.
6. Severability. If any provisions hereof shall be or become unenforceable
for any reason, the validity and effect of all other provisions shall not be
affected thereby.
7. Headings. The headings contained in this agreement are for reference
purposes only and will not affect the meaning or interpretation of any provision
hereof.
8. Counterparts. This agreement may be executed in multiple counterparts.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
PURCHASER: SELLER:
HELEN P. JOHNSON-LEIPOLD THIRD SAMUEL C. JOHNSON 1988 TRUST
PARTY GIFT AND INHERITANCE TRUST NUMBER ONE
JOHNSON BANK, trustee
/s/ Brian L. Lucareli
Brian L. Lucareli, Senior Vice President /s/ Imogene Powers Johnson
------------------------------------
Imogene Powers Johnson, co-trustee
JOHNSON BANK, co-trustee
/s/ Brian L. Lucareli
------------------------------------
Brian L. Lucareli, Senior Vice
President
EXHIBIT A
SECURED PROMISSORY NOTE
$6,324,400.00 Racine, Wisconsin
December 31, 2004
Johnson Bank, as trustee of the Helen P. Johnson-Leipold Third Party Gift
and Inheritance Trust ("Borrower"), hereby promises to pay to the order of
Imogene P. Johnson and Johnson Bank, as trustees of the Samuel C. Johnson 1988
Trust Number One ("Lender"), on the "maturity date" (defined below) the
principal sum of Six Million Three Hundred Twenty-Four Thousand Four Hundred
Dollars ($6,324,400.00), together with interest on the unpaid principal balance
from time to time outstanding at the rate of 4.68% per annum until the day
preceding the maturity date. Interest and principal is due and payable annually
on December 31st of each year in accordance with the attached repayment
schedule, with a final payment in an amount necessary to pay all principal and
interest then outstanding on December 31, 2019 (the "maturity date"). Interest
shall accrue on any interest or principal which remains unpaid after 15 days
from its due date at the applicable federal rate under Internal Revenue Code
Section 1274(d) in effect on such due date.
To secure payment of this Note, Borrower has pledged to Lender Borrower's
interest in and to 485,000 Class A shares of Johnson Outdoors, Inc, a Wisconsin
corporation, and all proceeds thereof ("Collateral"). Borrower warrants that,
while any obligation under this Note remains outstanding, Borrower will (i)
refrain from additional borrowing or making of any loan without the approval of
the Lender and (ii) keep the Collateral free and clear of all other liens,
encumbrances and security interests. In the event of default under this Note,
the Lender may take possession of the Collateral without notice or hearing.
Borrower may prepay any part or all of the principal amount of this note at
any time and from time to time without penalty, provided that any such
prepayment must be accompanied by a payment of the interest accrued to the date
of the prepayment on the principal amount which is being prepaid.
All payments made hereunder, including any prepayments, will be deemed to
have been made on the date of receipt by Lender. All payments must be made to
Lender at 555 Main Street, Suite 260, Racine, Wisconsin 53403, or at another
place designated by Lender in a written notice to Borrower.
The internal laws of the State of Wisconsin 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
date first above written.
HELEN P. JOHNSON-LEIPOLD THIRD PARTY GIFT
AND INHERITANCE TRUST
JOHNSON BANK, trustee
/s/ Brian L. Lucareli
-----------------------------------------
Brian L. Lucareli, Senior Vice President
PROMISSORY NOTE
REPAYMENT SCHEDULE
Date Total Payment Interest Due Principal Due Principal Balance
--------------------------------------------------------------------------------
31-Dec-04 $ -- $ -- $ -- $ 6,324,400.00
31-Dec-05 $ 596,199.20 $ 295,981.92 $ 300,217.28 $ 6,024,182.72
31-Dec-06 $ 596,199.20 $ 281,931.75 $ 314,267.45 $ 5,709,915.27
31-Dec-07 $ 596,199.20 $ 267,224.03 $ 328,975.17 $ 5,380,940.10
31-Dec-08 $ 596,199.20 $ 251,828.00 $ 344,371.20 $ 5,036,568.90
31-Dec-09 $ 596,199.20 $ 235,711.42 $ 360,487.78 $ 4,676,081.12
31-Dec-10 $ 596,199.20 $ 218,840.60 $ 377,358.60 $ 4,298,722.52
31-Dec-11 $ 596,199.20 $ 201,180.21 $ 395,018.99 $ 3,903,703.53
31-Dec-12 $ 596,199.20 $ 182,693.33 $ 413,505.87 $ 3,490,197.66
31-Dec-13 $ 596,199.20 $ 163,341.25 $ 432,857.95 $ 3,057,339.71
31-Dec-14 $ 596,199.20 $ 143,083.50 $ 453,115.70 $ 2,604,224.01
31-Dec-15 $ 596,199.20 $ 121,877.68 $ 474,321.52 $ 2,129,902.49
31-Dec-16 $ 596,199.20 $ 99,679.44 $ 496,519.76 $ 1,633,382.73
31-Dec-17 $ 596,199.20 $ 76,442.31 $ 519,756.89 $ 1,113,625.84
31-Dec-18 $ 596,199.20 $ 52,117.69 $ 544,081.51 $ 569,544.33
31-Dec-19 $ 596,199.00 $ 26,654.67 $ 569,544.33 $ --
Exhibit 99.24
ASSIGNMENT OF OPTION
WHEREAS, on June 27, 2003, Samuel C. Johnson, as trustee of the Samuel C.
Johnson 1988 Trust Number One (the "Trust"), entered into an option agreement
(the "Option Agreement") with his children, including me, Helen P.
Johnson-Leipold;
WHEREAS, pursuant to the Option Agreement, I have an option to purchase
certain assets from the Trust during the period beginning on May 22, 2004, the
date of Samuel C. Johnson's death, and ending on February 22, 2005;
WHEREAS, pursuant to paragraph 3 of the Option Agreement, I may assign my
right to exercise the option granted under the Option Agreement, in whole or in
part, to trusts for the benefit of any one or more of Samuel C. Johnson's
descendants; and
WHEREAS, I desire to assign my rights under the Option Agreement in part to
each of Johnson Bank, as trustee of the Helen Johnson-Leipold Third Party Gift
and Inheritance Trust; Johnson Bank, as trustee of the Conrad Werner Leipold
Trust; Johnson Bank, as trustee of the Samuel Curtis Johnson Leipold Trust;
Johnson Bank, as trustee of the Bradford Powers Leipold Trust; Johnson Bank, as
trustee of the Exempt Family Trust u/a Helen Johnson-Leipold 1995 Family Trust;
and Johnson Bank, as trustee of the Helen Johnson-Leipold Special 1996 Trust.
NOW, THEREFORE:
1. I hereby assign, transfer and convey to Johnson Bank, as trustee of the
Helen Johnson-Leipold Third Party Gift and Inheritance Trust, my right pursuant
to the Option Agreement to purchase the following interests in Johnson Outdoors,
Inc., a Wisconsin corporation: 49,988 Class A shares, 6,250 Class B shares and
11,762 Class B voting trust certificates.
2. I hereby assign, transfer and convey to Johnson Bank, as trustee of the
Conrad Werner Leipold Trust, my right pursuant to the Option Agreement to
purchase 24,000 Class A shares of Johnson Outdoors, Inc., a Wisconsin
corporation; provided, however, that the assignment of my option pursuant to
this paragraph 2 is conditioned upon Johnson Bank, as trustee of the Conrad
Werner Leipold Trust, contributing all interests in Johnson Outdoors, Inc.
purchased pursuant to such option to HJL Family Line Investments, LLC in
exchange for additional membership interests in such LLC.
3. I hereby assign, transfer and convey to Johnson Bank, as trustee of the
Samuel Curtis Johnson Leipold Trust, my right pursuant to the Option Agreement
to purchase 24,000 Class A shares of Johnson Outdoors, Inc., a Wisconsin
corporation; provided, however, that the assignment of my option pursuant to
this paragraph 3 is conditioned upon Johnson Bank, as trustee of the Samuel
Curtis Johnson Leipold Trust, contributing all interests in Johnson Outdoors,
Inc. purchased pursuant to such option to HJL Family Line Investments, LLC in
exchange for additional membership interests in such LLC.
4. I hereby assign, transfer and convey to Johnson Bank, as trustee of the
Bradford Powers Leipold Trust, my right pursuant to the Option Agreement to
purchase 24,000 Class A shares of Johnson Outdoors, Inc., a Wisconsin
corporation; provided, however, that the assignment of my option pursuant to
this paragraph 4 is conditioned upon Johnson Bank, as trustee of the Bradford
Powers Leipold Trust, contributing all interests in Johnson Outdoors, Inc.
purchased pursuant to such option to HJL Family Line Investments, LLC in
exchange for additional membership interests in such LLC.
5. I hereby assign, transfer and convey to Johnson Bank, as trustee of the
Exempt Family Trust u/a Helen Johnson-Leipold 1995 Family Trust, my right
pursuant to the Option Agreement to purchase 95,000 Class A shares of Johnson
Outdoors, Inc., a Wisconsin corporation.
6. I hereby assign, transfer and convey to Johnson Bank, as trustee of the
Helen Johnson-Leipold Special 1996 Trust, my right pursuant to the Option
Agreement to purchase 15,000 Class A shares of Johnson Outdoors, Inc., a
Wisconsin corporation.
Signed at Racine, Wisconsin, on December 15, 2004.
/s/ Helen P. Johnson-Leipold
-----------------------------------------
Helen P. Johnson-Leipold
Exhibit 99.25
ASSIGNMENT OF OPTION
WHEREAS, on July 8, 2003, I entered into an option agreement (the "Option
Agreement") with Samuel C. Johnson, as trustee of the Samuel C. Johnson 1988
Trust Number One (the "Trust Number One");
WHEREAS, pursuant to the Option Agreement, I have the right to purchase
161,667 Class A shares of Johnson Outdoors, Inc., a Wisconsin corporation (the
"Option Assets"), from Trust Number One prior to January 7, 2005;
WHEREAS, pursuant to paragraph 3 of the Option Agreement, I may assign my
right to exercise the option granted under the Option Agreement, in whole or in
part, to trusts for the benefit of any one or more of Samuel C. Johnson's
descendants; and
WHEREAS, I desire to assign all of my rights under the Option Agreement to
Johnson Bank, as trustee of the H. Fisk Johnson Third Party Gift and Inheritance
Trust.
NOW, THEREFORE: I hereby assign, transfer and convey all of my rights under
the Option Agreement to Johnson Bank, as trustee of the H. Fisk Johnson Third
Party Gift and Inheritance Trust.
Dated: December 31, 2004.
/s/ H. Fisk Johnson
-----------------------------------------
H. Fisk Johnson
The undersigned accepts the foregoing assignment as of the date last above
written.
H. FISK JOHNSON THIRD PARTY GIFT AND
INHERITANCE TRUST
JOHNSON BANK, trustee
/s Brian L. Lucareli
-----------------------------------------
Brian L. Lucareli, Senior Vice President
Exhibit 99.26
OPTION EXERCISE
THIS AGREEMENT is entered into as of the 31st day of December, 2004, by and
between Johnson Bank, as trustee of the H. Fisk Johnson Third Party Gift and
Inheritance Trust (the "Purchaser"), and Imogene P. Johnson and Johnson Bank, as
co-trustees of the Samuel C. Johnson 1988 Trust Number One (the "Seller").
RECITALS
A. On July 8, 2003, Samuel C. Johnson, as trustee of the Samuel C. Johnson
1988 Trust Number One, entered into an option agreement (the "Option Agreement")
with H. Fisk Johnson.
B. Pursuant to the Option Agreement, H. Fisk Johnson has the right to
purchase 161,667 Class A shares of Johnson Outdoors, Inc., a Wisconsin
corporation (the "Option Assets"), from the Seller prior to January 7, 2005.
C. Pursuant to the Option Agreement, the price to be paid for the Option
Assets is $13.04 per share.
D. Prior to the execution of this instrument, H. Fisk Johnson assigned to
Purchaser all of his rights pursuant to the Option Agreement.
AGREEMENT
1. Exercise of Option. Purchaser hereby exercises its option to purchase
161,667 Class A shares of Johnson Outdoors, Inc. Seller hereby sells 161,667
Class A shares of Johnson Outdoors, Inc. to Purchaser.
2. Purchase Price. In exchange for the Option Assets, Purchaser herewith
executes and delivers to Seller a secured promissory note in the principal
amount of $2,108,137.68 substantially in the form of Exhibit A attached hereto.
3. Parties in Interest. This agreement binds the parties hereto and their
respective executors, administrators, legal representatives, trustees, heirs,
distributees, legatees, successors and assigns. Nothing expressed or implied in
this agreement is intended or may be construed to confer on any other person any
rights, remedies, obligations or liabilities under or by reason of this
agreement.
4. Entire Transaction. This agreement contains the entire understanding
among the parties hereto with respect to the transaction contemplated hereby and
supersedes all other agreements and understandings between the parties with
respect to the transaction.
5. Applicable Law. The internal laws of the State of Wisconsin govern this
agreement.
6. Severability. If any provisions hereof shall be or become unenforceable
for any reason, the validity and effect of all other provisions shall not be
affected thereby.
7. Headings. The headings contained in this agreement are for reference
purposes only and will not affect the meaning or interpretation of any provision
hereof.
8. Counterparts. This agreement may be executed in multiple counterparts.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
PURCHASER: SELLER:
H. FISK JOHNSON THIRD PARTY GIFT SAMUEL C. JOHNSON 1988 TRUST
AND INHERITANCE TRUST
NUMBER ONE
JOHNSON BANK, trustee
/s/ Brian L. Lucareli
Brian L. Lucareli, Senior Vice President /s/ Imogene Powers Johnson
------------------------------------
Imogene Powers Johnson, co-trustee
JOHNSON BANK, co-trustee
/s Brian L. Lucareli
------------------------------------
Brian L. Lucareli, Senior Vice
President
EXHIBIT A
SECURED PROMISSORY NOTE
$2,108,137.68 Racine, Wisconsin
December 31, 2004
Johnson Bank, as trustee of the H. Fisk Johnson Third Party Gift and
Inheritance Trust ("Borrower"), hereby promises to pay to the order of Imogene
P. Johnson and Johnson Bank, as trustees of the Samuel C. Johnson 1988 Trust
Number One ("Lender"), on the "maturity date" (defined below) the principal sum
of Two Million One Hundred Eight Thousand One Hundred Thirty-Seven and 68/100
Dollars ($2,108,137.68), together with interest on the unpaid principal balance
from time to time outstanding at the rate of 4.68% per annum until the day
preceding the maturity date. Interest and principal is due and payable annually
on December 31st of each year in accordance with the attached repayment
schedule, with a final payment in an amount necessary to pay all principal and
interest then outstanding on December 31, 2019 (the "maturity date"). Interest
shall accrue on any interest or principal which remains unpaid after 15 days
from its due date at the applicable federal rate under Internal Revenue Code
Section 1274(d) in effect on such due date.
To secure payment of this Note, Borrower has pledged to Lender Borrower's
interest in and to 161,667 Class A shares of Johnson Outdoors, Inc, a Wisconsin
corporation, and all proceeds thereof ("Collateral"). Borrower warrants that,
while any obligation under this Note remains outstanding, Borrower will (i)
refrain from additional borrowing or making of any loan without the approval of
the Lender and (ii) keep the Collateral free and clear of all other liens,
encumbrances and security interests. In the event of default under this Note,
the Lender may take possession of the Collateral without notice or hearing.
Borrower may prepay any part or all of the principal amount of this note at
any time and from time to time without penalty, provided that any such
prepayment must be accompanied by a payment of the interest accrued to the date
of the prepayment on the principal amount which is being prepaid.
All payments made hereunder, including any prepayments, will be deemed to
have been made on the date of receipt by Lender. All payments must be made to
Lender at 555 Main Street, Suite 260, Racine, Wisconsin 53403, or at another
place designated by Lender in a written notice to Borrower.
The internal laws of the State of Wisconsin 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
date first above written.
H. FISK JOHNSON THIRD PARTY GIFT AND
INHERITANCE TRUST
JOHNSON BANK, trustee
/s/ Brian L. Lucareli
-----------------------------------------
Brian L. Lucareli, Senior Vice President
PROMISSORY NOTE
REPAYMENT SCHEDULE
Date Total Payment Interest Due Principal Due Principal Balance
--------------------------------------------------------------------------------
31-Dec-04 $ -- $ -- $ -- $ 2,108,137.68
31-Dec-05 $ 198,733.48 $ 98,660.84 $ 100,072.64 $ 2,008,065.04
31-Dec-06 $ 198,733.48 $ 93,977.44 $ 104,756.04 $ 1,903,309.00
31-Dec-07 $ 198,733.48 $ 89,074.86 $ 109,658.62 $ 1,793,650.38
31-Dec-08 $ 198,733.48 $ 83,942.84 $ 114,790.64 $ 1,678,859.74
31-Dec-09 $ 198,733.48 $ 78,570.64 $ 120,162.84 $ 1,558,696.90
31-Dec-10 $ 198,733.48 $ 72,947.01 $ 125,786.47 $ 1,432,910.43
31-Dec-11 $ 198,733.48 $ 67,060.21 $ 131,673.27 $ 1,301,237.16
31-Dec-12 $ 198,733.48 $ 60,897.90 $ 137,835.58 $ 1,163,401.58
31-Dec-13 $ 198,733.48 $ 54,447.19 $ 144,286.29 $ 1,019,115.29
31-Dec-14 $ 198,733.48 $ 47,694.60 $ 151,038.88 $ 868,076.41
31-Dec-15 $ 198,733.48 $ 40,625.98 $ 158,107.50 $ 709,968.91
31-Dec-16 $ 198,733.48 $ 33,226.54 $ 165,506.94 $ 544,461.97
31-Dec-17 $ 198,733.48 $ 25,480.82 $ 173,252.66 $ 371,209.31
31-Dec-18 $ 198,733.48 $ 17,372.60 $ 181,360.88 $ 189,848.43
31-Dec-19 $ 198,733.34 $ 8,884.91 $ 189,848.43 $ --
Exhibit 99.27
ASSIGNMENT OF OPTION
WHEREAS, on June 27, 2003, Samuel C. Johnson, as trustee of the Samuel C.
Johnson 1988 Trust Number One (the "Trust"), entered into an option agreement
(the "Option Agreement") with his children, including H. Fisk Johnson;
WHEREAS, pursuant to the Option Agreement, H. Fisk Johnson has an option to
purchase certain assets from the Trust during the period beginning on May 22,
2004, the date of Samuel C. Johnson's death, and ending on February 22, 2005;
WHEREAS, pursuant to paragraph 3 of the Option Agreement, H. Fisk Johnson
may assign his right to exercise the option granted under the Option Agreement,
in whole or in part, to trusts for the benefit of any one or more of Samuel C.
Johnson's descendants and corporations or partnerships, 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 Samuel C. Johnson's
descendants or by a trust for the benefit of any one or more of Samuel C.
Johnson's descendants; and
WHEREAS, H. Fisk Johnson desires to assign his rights under the Option
Agreement in part to each of Johnson Bank, as trustee of the H. Fisk Johnson
Third Party Gift and Inheritance Trust, and Series II of HFJ III Family Line
Investments LLC.
NOW, THEREFORE:
1. H. Fisk Johnson hereby assigns, transfers and conveys to Johnson Bank,
as trustee of the H. Fisk Johnson Third Party Gift and Inheritance Trust, his
right pursuant to the Option Agreement to purchase 146,988 Class A shares, 6,250
Class B shares and 11,762 Class B voting trust certificates in Johnson Outdoors,
Inc., a Wisconsin corporation.
2. H. Fisk Johnson hereby assigns, transfers and conveys to Series II of
HFJ III Family Line Investments LLC his right pursuant to the Option Agreement
to purchase 85,000 Class A shares of Johnson Outdoors, Inc., a Wisconsin
corporation.
3. Imogene P. Johnson and Johnson Bank, as co-trustees of the Samuel C.
Johnson 1988 Trust Number One dated September 14, 1988, hereby consent to the
assignment of H. Fisk Johnson's rights pursuant to the Option Agreement to
purchase 85,000 Class A shares of Johnson Outdoors, Inc., a Wisconsin
corporation, to Series II of HFJ III Family Line Investments LLC.
Signed at Racine, Wisconsin, on December 15, 2004.
H. Fisk Johnson
-----------------------------------------
H. Fisk Johnson
SAMUEL C. JOHNSON 1988 TRUST NUMBER ONE
JOHNSON BANK, trustee
/s/ Brian L. Lucareli
-----------------------------------------
Brian L. Lucareli, Senior Vice President
Exhibit 99.28
ASSIGNMENT OF OPTION
WHEREAS, on July 8, 2003, I entered into an option agreement (the "Option
Agreement") with Samuel C. Johnson, as trustee of the Samuel C. Johnson 1988
Trust Number One (the "Trust Number One");
WHEREAS, pursuant to the Option Agreement, I have the right to purchase
161,667 Class A shares of Johnson Outdoors, Inc., a Wisconsin corporation (the
"Option Assets"), from Trust Number One prior to January 7, 2005;
WHEREAS, pursuant to paragraph 3 of the Option Agreement, I may assign my
right to exercise the option granted under the Option Agreement, in whole or in
part, to trusts for the benefit of any one or more of Samuel C. Johnson's
descendants; and
WHEREAS, I desire to assign all of my rights under the Option Agreement to
Johnson Bank, as trustee of the Winifred J. Marquart Third Party Gift and
Inheritance Trust.
NOW, THEREFORE: I hereby assign, transfer and convey all of my rights under
the Option Agreement to Johnson Bank, as trustee of the Winifred J. Marquart
Third Party Gift and Inheritance Trust.
Dated: December 31, 2004.
/s/ Winifred J. Marquart
-----------------------------------------
Winifred J. Marquart
The undersigned accepts the foregoing assignment as of the date last above
written.
WINIFRED J. MARQUART THIRD PARTY GIFT AND
INHERITANCE TRUST
JOHNSON BANK, trustee
/s/ Brian L. Lucareli
-----------------------------------------
Brian L. Lucareli, Senior Vice President
Exhibit 99.29
OPTION EXERCISE
THIS AGREEMENT is entered into as of the 31st day of December, 2004, by and
between Johnson Bank, as trustee of the Winifred J. Marquart Third Party Gift
and Inheritance Trust (the "Purchaser"), and Imogene P. Johnson and Johnson
Bank, as co-trustees of the Samuel C. Johnson 1988 Trust Number One (the
"Seller").
RECITALS
A. On July 8, 2003, Samuel C. Johnson, as trustee of the Samuel C. Johnson
1988 Trust Number One, entered into an option agreement (the "Option Agreement")
with Winifred J. Marquart.
B. Pursuant to the Option Agreement, Winifred J. Marquart has the right to
purchase 161,667 Class A shares of Johnson Outdoors, Inc., a Wisconsin
corporation (the "Option Assets"), from the Seller prior to January 7, 2005.
C. Pursuant to the Option Agreement, the price to be paid for the Option
Assets is $13.04 per share.
D. Prior to the execution of this instrument, Winifred J. Marquart assigned
to Purchaser all of her rights pursuant to the Option Agreement.
AGREEMENT
1. Exercise of Option. Purchaser hereby exercises its option to purchase
161,667 Class A shares of Johnson Outdoors, Inc. Seller hereby sells 161,667
Class A shares of Johnson Outdoors, Inc. to Purchaser.
2. Purchase Price. In exchange for the Option Assets, Purchaser herewith
executes and delivers to Seller a secured promissory note in the principal
amount of $2,108,137.68 substantially in the form of Exhibit A attached hereto.
3. Parties in Interest. This agreement binds the parties hereto and their
respective executors, administrators, legal representatives, trustees, heirs,
distributees, legatees, successors and assigns. Nothing expressed or implied in
this agreement is intended or may be construed to confer on any other person any
rights, remedies, obligations or liabilities under or by reason of this
agreement.
4. Entire Transaction. This agreement contains the entire understanding
among the parties hereto with respect to the transaction contemplated hereby and
supersedes all other agreements and understandings between the parties with
respect to the transaction.
5. Applicable Law. The internal laws of the State of Wisconsin govern this
agreement.
6. Severability. If any provisions hereof shall be or become unenforceable
for any reason, the validity and effect of all other provisions shall not be
affected thereby.
7. Headings. The headings contained in this agreement are for reference
purposes only and will not affect the meaning or interpretation of any provision
hereof.
8. Counterparts. This agreement may be executed in multiple counterparts.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
PURCHASER: SELLER:
WINIFRED J. MARQUART THIRD SAMUEL C. JOHNSON 1988 TRUST
PARTY GIFT AND INHERITANCE NUMBER ONE
TRUST
JOHNSON BANK, trustee
/s/ Brian L. Lucareli
Brian L. Lucareli, Senior Vice President /s/ Imogene Powers Johnson
------------------------------------
Imogene Powers Johnson, co-trustee
JOHNSON BANK, co-trustee
/s Brian L. Lucareli
------------------------------------
Brian L. Lucareli, Senior Vice
President
EXHIBIT A
SECURED PROMISSORY NOTE
$2,108,137.68 Racine, Wisconsin
December 31, 2004
Johnson Bank, as trustee of the Winifred J. Marquart Third Party Gift and
Inheritance Trust ("Borrower"), hereby promises to pay to the order of Imogene
P. Johnson and Johnson Bank, as trustees of the Samuel C. Johnson 1988 Trust
Number One ("Lender"), on the "maturity date" (defined below) the principal sum
of Two Million One Hundred Eight Thousand One Hundred Thirty-Seven and 68/100
Dollars ($2,108,137.68), together with interest on the unpaid principal balance
from time to time outstanding at the rate of 4.68% per annum until the day
preceding the maturity date. Interest and principal is due and payable annually
on December 31st of each year in accordance with the attached repayment
schedule, with a final payment in an amount necessary to pay all principal and
interest then outstanding on December 31, 2019 (the "maturity date"). Interest
shall accrue on any interest or principal which remains unpaid after 15 days
from its due date at the applicable federal rate under Internal Revenue Code
Section 1274(d) in effect on such due date.
To secure payment of this Note, Borrower has pledged to Lender Borrower's
interest in and to 161,667 Class A shares of Johnson Outdoors, Inc, a Wisconsin
corporation, and all proceeds thereof ("Collateral"). Borrower warrants that,
while any obligation under this Note remains outstanding, Borrower will (i)
refrain from additional borrowing or making of any loan without the approval of
the Lender and (ii) keep the Collateral free and clear of all other liens,
encumbrances and security interests. In the event of default under this Note,
the Lender may take possession of the Collateral without notice or hearing.
Borrower may prepay any part or all of the principal amount of this note at
any time and from time to time without penalty, provided that any such
prepayment must be accompanied by a payment of the interest accrued to the date
of the prepayment on the principal amount which is being prepaid.
All payments made hereunder, including any prepayments, will be deemed to
have been made on the date of receipt by Lender. All payments must be made to
Lender at 555 Main Street, Suite 260, Racine, Wisconsin 53403, or at another
place designated by Lender in a written notice to Borrower.
The internal laws of the State of Wisconsin 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
date first above written.
WINIFRED J. MARQUART THIRD PARTY GIFT AND
INHERITANCE TRUST
JOHNSON BANK, trustee
/s/ Brian L. Lucareli
-----------------------------------------
Brian L. Lucareli, Senior Vice President
PROMISSORY NOTE
REPAYMENT SCHEDULE
Date Total Payment Interest Due Principal Due Principal Balance
--------------------------------------------------------------------------------
31-Dec-04 $ -- $ -- $ -- $ 2,108,137.68
31-Dec-05 $ 198,733.48 $ 98,660.84 $ 100,072.64 $ 2,008,065.04
31-Dec-06 $ 198,733.48 $ 93,977.44 $ 104,756.04 $ 1,903,309.00
31-Dec-07 $ 198,733.48 $ 89,074.86 $ 109,658.62 $ 1,793,650.38
31-Dec-08 $ 198,733.48 $ 83,942.84 $ 114,790.64 $ 1,678,859.74
31-Dec-09 $ 198,733.48 $ 78,570.64 $ 120,162.84 $ 1,558,696.90
31-Dec-10 $ 198,733.48 $ 72,947.01 $ 125,786.47 $ 1,432,910.43
31-Dec-11 $ 198,733.48 $ 67,060.21 $ 131,673.27 $ 1,301,237.16
31-Dec-12 $ 198,733.48 $ 60,897.90 $ 137,835.58 $ 1,163,401.58
31-Dec-13 $ 198,733.48 $ 54,447.19 $ 144,286.29 $ 1,019,115.29
31-Dec-14 $ 198,733.48 $ 47,694.60 $ 151,038.88 $ 868,076.41
31-Dec-15 $ 198,733.48 $ 40,625.98 $ 158,107.50 $ 709,968.91
31-Dec-16 $ 198,733.48 $ 33,226.54 $ 165,506.94 $ 544,461.97
31-Dec-17 $ 198,733.48 $ 25,480.82 $ 173,252.66 $ 371,209.31
31-Dec-18 $ 198,733.48 $ 17,372.60 $ 181,360.88 $ 189,848.43
31-Dec-19 $ 198,733.34 $ 8,884.91 $ 189,848.43 $ --
Exhibit 99.30
ASSIGNMENT OF OPTION
WHEREAS, on June 27, 2003, Samuel C. Johnson, as trustee of the Samuel C.
Johnson 1988 Trust Number One (the "Trust"), entered into an option agreement
(the "Option Agreement") with his children, including me, Winifred J. Marquart;
WHEREAS, pursuant to the Option Agreement, I have an option to purchase
certain assets from the Trust during the period beginning on May 22, 2004, the
date of Samuel C. Johnson's death, and ending on February 22, 2005;
WHEREAS, pursuant to paragraph 3 of the Option Agreement, I may assign my
right to exercise the option granted under the Option Agreement, in whole or in
part, to trusts for the benefit of any one or more of Samuel C. Johnson's
descendants; and
WHEREAS, I desire to assign my rights under the Option Agreement in part to
each of Johnson Bank, as trustee of the Winifred J. Marquart Third Party Gift
and Inheritance Trust; Johnson Bank, as trustee of the Samantha Gene Marquart
Trust; Johnson Bank, as trustee of the Isabelle Clare Marquart Trust; Johnson
Bank, as trustee of the Danielle Marie Marquart Trust; and Johnson Bank, as
trustee of the Exempt Family Trust u/a Winifred J. Marquart 1996 Family Trust.
NOW, THEREFORE:
1. I hereby assign, transfer and convey to Johnson Bank, as trustee of the
Winifred J. Marquart Third Party Gift and Inheritance Trust, my right pursuant
to the Option Agreement to purchase the following interests in Johnson Outdoors,
Inc., a Wisconsin corporation: 192,489 Class A shares, 6,250 Class B shares and
11,761 Class B voting trust certificates.
2. I hereby assign, transfer and convey to Johnson Bank, as trustee of the
Samantha Gene Marquart Trust, my right pursuant to the Option Agreement to
purchase 6,000 Class A shares of Johnson Outdoors, Inc., a Wisconsin
corporation; provided, however, that the assignment of my option pursuant to
this paragraph 2 is conditioned upon Johnson Bank, as trustee of the Samantha
Gene Marquart Trust, contributing all interests in Johnson Outdoors, Inc.
purchased pursuant to such option to WJM Family Line Investments, LLC in
exchange for additional membership interests in such LLC.
3. I hereby assign, transfer and convey to Johnson Bank, as trustee of the
Isabelle Clare Marquart Trust, my right pursuant to the Option Agreement to
purchase 6,000 Class A shares of Johnson Outdoors, Inc., a Wisconsin
corporation; provided, however, that the assignment of my option pursuant to
this paragraph 3 is conditioned upon Johnson Bank, as trustee of the Isabelle
Clare Marquart Trust, contributing all interests in Johnson Outdoors, Inc.
purchased pursuant to such option to WJM Family Line Investments, LLC in
exchange for additional membership interests in such LLC.
4. I hereby assign, transfer and convey to Johnson Bank, as trustee of the
Danielle Marie Marquart Trust, my right pursuant to the Option Agreement to
purchase 6,000 Class A shares of Johnson Outdoors, Inc., a Wisconsin
corporation; provided, however, that the assignment of my option pursuant to
this paragraph 4 is conditioned upon Johnson Bank, as trustee of the Danielle
Marie Marquart Trust, contributing all interests in Johnson Outdoors, Inc.
purchased pursuant to such option to WJM Family Line Investments, LLC in
exchange for additional membership interests in such LLC.
5. I hereby assign, transfer and convey to Johnson Bank, as trustee of the
Exempt Family Trust u/a Winifred J. Marquart 1996 Family Trust, my right
pursuant to the Option Agreement to purchase 21,500 Class A shares of Johnson
Outdoors, Inc., a Wisconsin corporation.
Signed at Racine, Wisconsin on December 15, 2004.
/s/ Winifred J. Marquart
-----------------------------------------
Winifred J. Marquart
