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 16, 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 16, 2005, the Special Committee of the Board of Directors of Johnson Outdoors Inc.
(the “Company”) issued a statement in response to a letter it received from
Dolphin Limited Partnership I, L.P. regarding the Company’s proposed merger with JO
Acquisition Corp (the “Statement”). A copy of the Statement 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 |
Statement
Dated March 16, 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 16, 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 |
Statement
Dated March 16, 2005. |
FOR IMMEDIATE RELEASE
| CONTACT: |
CYNTHIA
GEORGESON
262-631-6600 |
JOHNSON OUTDOORS’ SPECIAL
COMMITTEE ISSUES STATEMENT
AND REMINDS SHAREHOLDERS TO VOTE IN FAVOR
OF THE PROPOSED
MERGER ON MARCH 22
Racine, Wisconsin, March 16, 2005
– The Special Committee of the Board of Directors of JOHNSON OUTDOORS INC.
(Nasdaq: JOUT) today issued the following statement in response to a letter it
received from Dolphin Limited Partnership I, L.P. regarding the Company’s proposed
merger with JO Acquisition Corp.:
| |
“We
believe the communication we received from Dolphin contains numerous false allegations
and misrepresentations. |
| |
In
particular, we take exception to and are deeply troubled by the hedge fund’s efforts
to impugn the integrity of the Special Committee by calling into question our commitment
to fulfilling our fiduciary responsibility to Johnson Outdoors’ shareholders other
than the Johnson family. |
| |
We
note that, in addition to concurring with our Board’s recommendation that Johnson
Outdoors shareholders vote for the proposed merger with JO Acquisition Corp., both
Institutional Shareholder Services (ISS) and Glass Lewis & Co., the nation’s
leading independent proxy advisory firms, have expressed the opinion that the
negotiations we undertook on behalf of Johnson Outdoors’ unaffiliated shareholders
were conducted in a fair and appropriate manner. |
| |
In
its March 2, 2005 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.’* |
| |
Glass
Lewis’ March 11, 2005 report said, ‘On balance, we believe that the proposed
transaction warrants shareholder approval. We note that the board of directors appointed
an independent special committee and conducted a rigorous negotiation with the Johnson
family . . . We believe that the proposed |
-more-
* Permission to use
quotations neither sought nor obtained.
-2-
| |
consideration
offers a substantial premium . . . Accordingly, we recommend that shareholders vote FOR
this proposal.’* |
| |
In
reaching their opinion that the merger proposal warrants the approval of Johnson Outdoors’ unaffiliated
shareholders, ISS and Glass Lewis thoroughly reviewed the proxy statement on file with
the Securities and Exchange Commission. As part of its thorough process, the Special
Committee: |
| |
• |
Met
21 times between receiving the initial $18 per share offer and recommending the
acceptance of the final proposal of $20.10; |
| |
• |
Rejected
two offers from the Buy-Out group that we believed were financially inadequate; |
| |
• |
Successfully
negotiated significantly improved transaction terms; |
| |
• |
Considered
the proposal not only in relation to the company’s current market price, but also in
relation to the then-current value of Johnson Outdoors in a freely negotiated transaction
and our estimate of the future value of Johnson Outdoors as an independent entity; and |
| |
• |
Determined
that the value to shareholders that would be achieved by continuing as a public company
was not likely to be as great as the merger consideration of $20.10 per share. |
| |
• |
None
of the fees received by our outside financial advisor, William Blair & Co., were
contingent on the successful completion of the merger; and |
| |
• |
The
terms of the merger agreement with JO Acquisition Corp. permit Johnson Outdoors and the
Special Committee to explore, under specified circumstances, an alternative transaction
that we deem to be superior in value. No third party has come forward with an alternative
transaction proposal. |
| |
With
the March 22, 2005 special shareholder meeting just days away, we would like to remind all
those who have not already done so to vote their shares FOR Johnson Outdoors’
proposed merger with JO Acquisition Corp., no matter how many or how few shares they own.
Remember that not voting has the same effect as voting against the merger.” |
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.
# # #
* Permission to use
quotations neither sought nor obtained.
