UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13
or 15(d) of
the Securities Exchange Act of 1934
Date of Report | |
(Date of earliest event reported): | March 3, 2005 |
Johnson Outdoors Inc. |
(Exact name of registrant as specified in its charter) |
Wisconsin |
0-16255 |
39-1536083 |
(State or other jurisdiction | (Commission File Number) | (IRS Employer |
of incorporation) | Identification No.) | |
555 Main Street, Racine, Wisconsin 53403 |
(Address of principal executive offices, including zip code) |
(262) 631-6600 |
(Registrant's telephone number, including area code) |
Not Applicable |
(Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
[ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
[ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
[ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01. Other Events.
On March 3, 2005, Johnson Outdoors Inc. (the Company) issued a press release announcing that Institutional Shareholder Services, a national proxy advisory firm, recommended that the Companys shareholders vote FOR the Companys proposed merger with JO Acquisition Corp. at the Companys special shareholder meeting on March 22, 2005 (the Press Release). A copy of the Press Release is being furnished as Exhibit 99 to this Report.
Item 9.01. Financial Statements and Exhibits.
(c) | Exhibits. The following exhibit is being furnished herewith: |
99 | Press Release Dated March 3, 2005. |
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
JOHNSON OUTDOORS INC. | |
Date: March 3, 2005 |
By: /s/ Paul A. Lehmann |
Paul A. Lehmann | |
Its: Vice President and Chief Financial Officer |
Exhibit
Number
99 | Press Release Dated March 3, 2005. |
CONTACT: | CYNTHIA
GEORGESON 262-631-6600 |
Racine, Wisconsin, March 3, 2005 JOHNSON OUTDOORS INC. (Nasdaq: JOUT) today announced that Institutional Shareholder Services (ISS), the nations leading independent proxy advisory firm, has recommended that Johnson Outdoors shareholders vote FOR Johnson Outdoors proposed merger with JO Acquisition Corp. at the Companys special shareholder meeting on March 22, 2005.
ISS is widely recognized as the leading independent proxy advisory firm in the nation. Its recommendations are relied upon by hundreds of major institutional investment firms, mutual funds, and other fiduciaries throughout the country.
In recommending that Johnson Outdoors shareholders vote in favor of the proposed transaction, ISS stated in its March 2, 2005 report:
Based on our review of the terms of the transaction . . . in particular the premium paid to current shareholders and the procedural safeguards taken in negotiating the terms, we believe that the merger agreement warrants shareholder support.* |
As previously announced on October 29, 2004, the board of directors of Johnson Outdoors approved a definitive merger agreement with JO Acquisition Corp. under which JO Acquisition Corp. will acquire all of Johnson Outdoors outstanding shares for $20.10 per share in cash. The transaction, if approved, is expected to be completed shortly after the March 22, 2005 shareholder vote.
Under the terms of the all-cash offer of $20.10 per share, which represents a 21.2% premium to the average closing price of Johnson Outdoors Class A common stock for the 30 days prior to the Buy-Out Groups initial $18.00 offer and a 53.7% premium to the 52-week average closing price prior to the February 20, 2004 announcement of the offer, Johnson Outdoors unaffiliated shareholders will receive guaranteed value for their investment. As the Company noted in its definitive proxy statement that it recently mailed to its shareholders, the Board of Directors urges all shareholders who have not already done so to vote FOR the merger by mailing in their proxy cards TODAY.
* Permission to use quotation neither sought nor obtained.
Approval of the merger agreement requires, among other required votes, the affirmative vote of 66 2/3% of the votes entitled to be cast at the special meeting by shareholders other than members of the Buy-Out Group and their affiliates or associates. Accordingly, Johnson Outdoors urges shareholders, whether or not they plan to attend the special meeting in person, to sign, date and return the Companys proxy card or to follow the instructions supplied on the proxy card for voting by telephone or via the Internet as soon as possible. Johnson Outdoors shareholders who have questions or need assistance voting their shares may call Innisfree M&A toll free at (877) 825-8964 or collect at (212) 750-5833.
In its report issued today, ISS also recommended that shareholders vote to approve the proposal that would give Johnson Outdoors the authority to adjourn the special meeting of shareholders if there are not sufficient votes to approve the transaction and related items.
Johnson Outdoors is a leading global outdoor recreation company that turns ideas into adventure with innovative, top-quality products. The Company designs, manufactures and markets a portfolio of winning, consumer-preferred brands across four categories: Watercraft, Marine Electronics, Diving and Outdoor Equipment. Johnson Outdoors familiar brands include, among others: Old Town® canoes and kayaks; Ocean Kayak and Necky® kayaks; Minn Kota® motors; Humminbird® fishfinders; SCUBAPRO® and SnorkelPro; UWATEC® dive equipment; and Eureka!® tents.
Visit Johnson Outdoors online at http://www.JohnsonOutdoors.com.
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