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 7, 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 7, 2005, Johnson Outdoors Inc. (the “Company”) issued a press release (the
“Press Release”) announcing that it has mailed a letter to shareholders of the
Company respecting the Agreement and Plan of Merger providing for the merger of JO
Acquisition Corp., a Wisconsin corporation, with and into the Company. Under the terms of
the proposed merger, public shareholders of Johnson Outdoors would receive cash for their
shares, and the members of the Johnson family would acquire 100% ownership of Johnson
Outdoors. 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 7, 2005. |
SIGNATURES
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 7, 2005 |
By: /s/ Paul A. Lehmann |
| |
Paul A. Lehmann |
|
Its: Vice President and Chief Financial Officer |
JOHNSON OUTDOORS INC.
Exhibit Index to
Current Report on Form 8-K
Exhibit
Number
| 99 |
Press
Release Dated March 7, 2005. |
FOR IMMEDIATE RELEASE
| CONTACT: |
CYNTHIA
GEORGESON
262-631-6600 |
JOHNSON OUTDOORS SENDS
LETTER TO SHAREHOLDERS
Recommends That
Shareholders Vote For the Proposed Merger at the
Special Shareholder Meeting Scheduled
For March 22, 2005
Racine, Wisconsin, March 7, 2005
– JOHNSON OUTDOORS INC. (Nasdaq: JOUT) today announced that it has mailed the
following letter to all Johnson Outdoors shareholders regarding the Company’s
proposed merger with JO Acquisition Corp.
| |
Dear
Johnson Outdoors Shareholder: |
| |
On
March 22, 2005, shareholders will make an important decision regarding the future of
Johnson Outdoors. A special shareholder meeting is being held that day to consider the
proposed merger between Johnson Outdoors and JO Acquisition Corp. Your vote is very
important and will help to determine the future of the Company. |
| |
Under
the terms of the proposed merger, which was announced on October 29, 2004, all
shareholders of Johnson Outdoors, other than JO Acquisition Corp. and members of the
Johnson family (the Buy-Out Group), would receive $20.10 per share in cash, and the
Buy-Out Group would acquire 100% ownership of Johnson Outdoors. |
| |
The
members of your Board of Director’s special committee of independent directors, after
careful deliberation and consultation with our expert outside financial and legal
advisors, determined that the proposed merger is fair to and in the best interests of the
unaffiliated shareholders of Johnson Outdoors. Following our unanimous recommendation of
the merger proposal, the Board of Directors of Johnson Outdoors approved the merger
agreement. The entire Board of Directors believes the $20.10 offer price
appropriately values your investment and recommends that shareholders vote FOR
approval of the merger agreement. |
| |
Additionally,
on March 2, 2005, Institutional Shareholder Services (ISS), the nation’s leading
independent proxy advisory firm, recommended that Johnson Outdoors shareholders vote FOR
Johnson Outdoors’ proposed merger with JO Acquisition Corp. In its report, ISS
stated, “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.”* |
| |
*
Permission to use quotation neither sought nor obtained. |
| |
This
is how and why the special committee reached its determination that the merger proposal is
in the best interest of Johnson Outdoors’ shareholders: |
| |
• |
Careful
Consideration — The special committee met no fewer than 21 times to
consider the proposed merger and rejected two lower offers from the Johnsons before
recommending acceptance of the final $20.10 per share offer. We considered the proposal
not only in relation to the then-current market price of Johnson Outdoors common stock,
but also in relation to the then-current value of Johnson Outdoors in a freely negotiated
transaction and the future value of Johnson Outdoors as an independent entity, among
other factors. |
| |
• |
Outside
Advisors — Throughout this process, we relied on the advice and
counsel of our outside financial and legal advisors, William Blair &Company and
Skadden, Arps, Slate, Meagher & Flom, respectively. Both firms were retained after a
careful selection process. |
| |
• |
Thorough
Evaluation — William Blair undertook a thorough financial analysis
that included a review of Johnson Outdoors’ historical stock price performance as
well as a number of other analyses. Based on these analyses, William Blair concluded in
its written opinion dated October 28, 2004 that the merger consideration of $20.10
per share in cash was fair, from a financial point of view, to the shareholders of
Johnson Outdoors other than the Buy-Out Group. |
| |
The
all-cash price of $20.10 per share 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 Group’s
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. |
| |
Among
other required votes, approval of the merger agreement requires 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. Your vote is very important. We hope you will take
the time to complete, sign, date and return the enclosed proxy in the accompanying
self-addressed postage pre-paid envelope or complete your proxy by telephone, via the
Internet, or by following the instructions on the proxy card. If your shares are held in
“street name” by a broker, nominee, fiduciary or other custodian, follow the
directions given by the broker, nominee, fiduciary or other custodian regarding how to
instruct it to vote your shares. |
| |
The
special meeting of the shareholders of Johnson Outdoors Inc. will be held on March 22,
2005 at 9:30 a.m., Central time, at the Racine Marriott, Grand Ballroom, located at 7111
West Washington Avenue (Highway 20), Racine, Wisconsin 53406. |
| |
Thank
you for your continued support of Johnson Outdoors throughout this process. Once again, we
support the proposed merger agreement and encourage you to vote FOR the transaction before
the March 22, 2005 meeting date. |
| |
Thomas
Pyle
Chairman of the Special Committee of the Board of Directors of Johnson Outdoors Inc. |
| |
John
M. Fahey, Jr.
Member of the Special Committee of the Board of Directors of Johnson
Outdoors Inc. |
| |
Terry
E. London
Member of the Special Committee of the Board of Directors of Johnson Outdoors
Inc. |
Shareholders with any
questions should contact:
INNISFREE M&A
INCORPORATED
Shareholders Call Toll-Free:
(877) 825-8964
Banks & Brokers
Call Collect: (212) 750-5833
ABOUT JOHNSON OUTDOORS
INC.
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 UWATEC® dive equipment; and
Eureka!® tents.
Visit Johnson Outdoors online at
http://www.JohnsonOutdoors.com.
SAFE HARBOR STATEMENT
Certain matters discussed in this
press release are “forward-looking statements,” intended to qualify for the safe
harbors from liability established by the Private Securities Litigation Reform Act of
1995. Statements other than statements of historical fact are considered forward- looking
statements. Such forward-looking statements are subject to certain risks and
uncertainties, which could cause actual results or outcomes to differ materially from
those currently anticipated. Factors that could affect actual results or outcomes include
changes in consumer spending patterns; unanticipated issues related to the Company’s
military tent business; the Company’s success in implementing its strategic plan,
including its focus on innovation; actions of companies that compete with the Company; the
Company’s success in managing inventory; movements in foreign currencies or interest
rates; unanticipated issues associated with the Company’s proposed going private
transaction; the success of suppliers and customers; the ability of the Company to deploy
its capital successfully; unanticipated outcomes related to outstanding litigation
matters; and adverse weather conditions. Shareholders, potential investors and other
readers are urged to consider these factors in evaluating the forward-looking statements
and are cautioned not to place undue reliance on such forward-looking statements. The
forward- looking statements included herein are only made as of the date of this press
release and the Company undertakes no obligation to publicly update such forward-looking
statements to reflect subsequent events or circumstances.
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