SCHEDULE 13D
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CUSIP NO. 479167 10 8 PAGE 1 OF 15 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. 9)*
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)
May 26, 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 15 PAGES
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1 NAME OF REPORTING PERSON
Helen P. Johnson-Leipold
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A)[x]
(See Instructions) (B)[ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
SC and BK
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER 7 SOLE VOTING POWER
OF 342,587 shares (1)(3)
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SHARES 8 SHARED VOTING POWER
BENEFICIALLY 2,003,746 shares (2)(3)
OWNED
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BY 9 SOLE DISPOSITIVE POWER
EACH 342,587 shares (1)(3)
REPORTING
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PERSON 10 SHARED DISPOSITIVE POWER
WITH 2,003,746 shares (2)(3)
- ---------------------------- -------- ------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,346,333 shares (1)(2)(3)
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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)
26.5% of the Class A Common Stock (1)(2)(3)(4)
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14 TYPE OF REPORTING PERSON (See Instructions)
IN
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(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 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
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 14,143 options and rights held by Ms. Johnson-Leipold to purchase
shares of Class A Common Stock that are exerciseable within 60 days.
SCHEDULE 13D
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CUSIP NO. 479167 10 8 PAGE 3 OF 15 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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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) (A)[x]
(B)[ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
SC and BK
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER 7 SOLE VOTING POWER
OF 177,788 shares
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SHARES 8 SHARED VOTING POWER
BENEFICIALLY 1,807,643 shares (1)
OWNED
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BY 9 SOLE DISPOSITIVE POWER
EACH 177,788 shares
REPORTING
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PERSON 10 SHARED DISPOSITIVE POWER
WITH 1,807,643 shares (1)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,985,431 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)
22.4% of the Class A Common Stock (1)(2)
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14 TYPE OF REPORTING PERSON (See Instructions)
IN
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(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
February 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 4 OF 15 PAGES
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1 NAME OF REPORTING PERSON
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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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) (A)[x]
(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
Wisconsin
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NUMBER 7 SOLE VOTING POWER
OF 0 shares
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SHARES 8 SHARED VOTING POWER
BENEFICIALLY 1,407,643 shares (1)
OWNED
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BY 9 SOLE DISPOSITIVE POWER
EACH 0 shares
REPORTING
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PERSON 10 SHARED DISPOSITIVE POWER
WITH 1,407,643 shares (1)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,407,643 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)
15.9% 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
February 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 15 PAGES
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1 NAME OF REPORTING PERSON
JWA Consolidated, Inc.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
39-156071
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) (A)[x]
(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
Wisconsin
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NUMBER 7 SOLE VOTING POWER
OF 114,464 shares
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SHARES 8 SHARED VOTING POWER
BENEFICIALLY 1,037,330 shares (1)
OWNED
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BY 9 SOLE DISPOSITIVE POWER
EACH 114,464 shares
REPORTING
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PERSON 10 SHARED DISPOSITIVE POWER
WITH 1,037,330 shares (1)
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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
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(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
February 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 15 PAGES
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1 NAME OF REPORTING PERSON
Johnson Bank
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
39-1141446
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) (A)[x]
(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
Wisconsin
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NUMBER 7 SOLE VOTING POWER
OF 445,504 shares (1)
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SHARES 8 SHARED VOTING POWER
BENEFICIALLY 3,410,958 shares (2)
OWNED
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BY 9 SOLE DISPOSITIVE POWER
EACH 445,504 shares (1)
REPORTING
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PERSON 10 SHARED DISPOSITIVE POWER
WITH 3,410,958 shares (2)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,856,462 shares (1)(2)(3)
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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)
41.7% 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 74,000 shares of Class A 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
February 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 400,000 options and rights held by Johnson Back to purchase shares
of Class A Common Stock that are exerciseable within 60 days.
SCHEDULE 13D
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CUSIP NO. 479167 10 8 PAGE 7 OF 15 PAGES
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1 NAME OF REPORTING PERSON
H. Fisk Johnson
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
- ---------- ---------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) (A)[x]
(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
Illinois
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NUMBER 7 SOLE VOTING POWER
OF 401,739 shares (1)
-------- ------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 1,658,936 shares (2)(3)(4)
OWNED
-------- ------------------------------------------
BY 9 SOLE DISPOSITIVE POWER
EACH 401,739 shares (1)
REPORTING
-------- ------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 1,658,936 shares (2)(3)(4)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,060,675 (1)(2)(3)(4)
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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)
23.0% of the Class A Common Stock (1)(2)(3)(4)(5)
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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 85,000 shares of Class A 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, 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 99,143 shares of
Class A Common Stock that are exerciseable within 60 days.
SCHEDULE 13D
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CUSIP NO. 479167 10 8 PAGE 8 OF 15 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)
- ---------- ---------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) (A)[x]
(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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NUMBER 7 SOLE VOTING POWER
OF 43,153 shares (1)
-------- ------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 1,414,883 shares (2)(3)
OWNED
-------- ------------------------------------------
BY 9 SOLE DISPOSITIVE POWER
EACH 43,153 shares (1)
REPORTING
-------- ------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 1,414,883 shares (2)(3)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,458,036 shares (1)(2)(3)
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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)
16.5% of the Class A Common Stock (1)(2)(3)(4)
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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
February 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 that are exerciseable within 60 days.
SCHEDULE 13D
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CUSIP NO. 479167 10 8 PAGE 9 OF 15 PAGES
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1 NAME OF REPORTING PERSON
Winifred J. Marquart
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
- ---------- ---------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) (A)[x]
(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) [ ]
- ---------- ---------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Wisconsin
- ---------------------------- -------- ------------------------------------------
NUMBER 7 SOLE VOTING POWER
OF 14,164 shares (1)
-------- ------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 502,614 shares (2)(3)(4)
OWNED
-------- ------------------------------------------
BY 9 SOLE DISPOSITIVE POWER
EACH 14,164 shares (1)
REPORTING
-------- ------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 502,614 shares (2)(3)(4)
- ---------------------------- -------- ------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
516,778 shares (1)(2)(3)(4)
- ---------- ---------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) |X|
See Item 5
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.8% 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 79,000 shares of Class A 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, 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 93,144 shares
of Class A Common Stock that are exerciseable within 60 days.
SCHEDULE 13D
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CUSIP NO. 479167 10 8 PAGE 10 OF 15 PAGES
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THIS AMENDMENT NO. 9 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. 9 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. 8 to Schedule 13D
filed by the Reporting Persons with the Securities and Exchange Commission (the
"SEC") on February 25, 2005.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 to the Schedule 13D is amended and supplemented by the following:
On May 18, 2005, the 1988 Trust transferred by gift 220,000 shares of Class
A Common Stock to an entity beneficially owned by Mrs. Johnson.
As more fully set forth below in Item 4, on May 18, 2005, an entity
beneficially owned jointly by Ms. Johnson-Leipold and the Bank, purchased 55,000
shares of Class A Common Stock and paid for such shares partially in cash and
partially by the issuance of a promissory note, attached hereto as Exhibit 99.45
(the "HJL Note 3").
As more fully set forth below in Item 4, on May 18, 2005, an entity
beneficially owned jointly by Mr. Fisk Johnson and the Bank, purchased 55,000
shares of Class A Common Stock and paid for such shares partially in cash and
partially by the issuance of a promissory note, attached hereto as Exhibit 99.46
(the "HFJ Note 3").
As more fully set forth below in Item 4, on May 18, 2005, an entity
beneficially owned jointly by Mr. Curtis Johnson and the Bank, purchased 55,000
shares of Class A Common Stock and paid for such shares partially in cash and
partially by the issuance of a promissory note, attached hereto as Exhibit 99.47
(the "SCJ Note 2").
As more fully set forth below in Item 4, on May 18, 2005, an entity
beneficially owned jointly by Ms. Marquart and the Bank, purchased 55,000 shares
of Class A Common Stock and paid for such shares partially in cash and partially
by the issuance of a promissory note, attached hereto as Exhibit 99.48 (the "WJM
Note 3").
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 to the Schedule 13D is amended and supplemented by the following:
SCHEDULE 13D
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CUSIP NO. 479167 10 8 PAGE 11 OF 15 PAGES
- -------------------------------- ---------------------------------
On May 18, 2005, the 1988 Trust transferred by gift 220,000 shares of Class
A Common Stock to an entity beneficially owned by Mrs. Johnson.
On May 18, 2005, an entity beneficially owned jointly by Ms.
Johnson-Leipold and the Bank, purchased 55,000 shares of Class A Common Stock
from an entity beneficially owned by Mrs. Johnson by delivery of that certain
Sale Agreement attached hereto as Exhibit 99.49 (the "Sale Agreement"). The
purchase price for the shares of Class A Common Stock was paid partially in cash
and partially by the issuance of the HJL Note 3.
On May 18, 2005, an entity beneficially owned jointly by Mr. Fisk Johnson
and the Bank, purchased 55,000 shares of Class A Common Stock from an entity
beneficially owned by Mrs. Johnson by delivery of the Sale Agreement. The
purchase price for the shares of Class A Common Stock was paid partially in cash
and partially by the issuance of the HFJ Note 3.
On May 18, 2005, an entity beneficially owned jointly by Mr. Curtis Johnson
and the Bank, purchased 55,000 shares of Class A Common Stock from an entity
beneficially owned by Mrs. Johnson by delivery of the Sale Agreement. The
purchase price for the shares of Class A Common Stock was paid partially in cash
and partially by the issuance of the SCJ Note 2.
On May 18, 2005, an entity beneficially owned jointly by Ms. Marquart and
the Bank, purchased 55,000 shares of Class A Common Stock from an entity
beneficially owned by Mrs. Johnson by delivery of the Sale Agreement. The
purchase price for the shares of Class A Common Stock was paid partially in cash
and partially by the issuance of the WJM Note 3.
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) 2,003,746 (1)(10) 2,346,333 (1)(2)(10)(12) 26.5% (1)(2)(4)(10)(12)
(13)(14)(15)(16)(17) (13)(14)(15)(16)(17)
- ----------------------- ------------------ ------------------ ------------------------------- ------------------------------------
Mrs. Johnson 177,788 1,807,643 (1) 1,985,431 (1)(11)(13) 22.4% (1)(5)(11)(13)
(14)(15)(16)(17) (14)(15)(16)(17)
- ----------------------- ------------------ ------------------ ------------------------------- ------------------------------------
The 1988 Trust 0 1,407,643 (1) 1,407,643 (1)(11)(12) 15.9% (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) 41.7% (1)(6)(11)(12)
(13)(15)(16)(17) (13)(15)(16)(17)
- ----------------------- ------------------ ------------------ ------------------------------- ------------------------------------
Mr. Fisk Johnson 401,739 (1)(3) 1,658,936 2,060,675 (1)(3)(10)(11) 23.0% (1)(3)(7)(10)(11)
(1)(10)(18) (12)(13)(14)(16)(17)(18) (12)(13)(14)(16)(17(18))
- ----------------------- ------------------ ------------------ ------------------------------- ------------------------------------
Mr. Curtis Johnson 43,153 (1)(3) 1,414,883 (1)(10) 1,458,036 (1)(3)(7)(10) 16.5% (1)(3)(8)(10)(11)(12)
(11)(12)(13)(14)(15)(17) (13)(14)(15)(17)
- ----------------------- ------------------ ------------------ ------------------------------- ------------------------------------
SCHEDULE 13D
- -------------------------------- ---------------------------------
CUSIP NO. 479167 10 8 PAGE 12 OF 15 PAGES
- -------------------------------- ---------------------------------
- ----------------------- ------------------ ------------------ ------------------------------- ------------------------------------
Ms. Marquart 14,164 (1)(3) 502,614 516,778 (1)(3)(10)(11)(12) 5.8% (1)(3)(9)(10)(11)(12)
(1)(10)(19) (13)(14)(15)(16)(19) (13)(14)(15)(16)(19)
- ----------------------- ------------------ ------------------ ------------------------------- ------------------------------------
(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, which options and rights are exercisable within
60 days.
(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 February 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. Johnson-Leipold to purchase 14,143 shares of Class A 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 February 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.
(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 February 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 400,000 options and rights held by Johnson Bank to purchase shares of Class A 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 February 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 99,143 shares of Class A Common Stock and 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 February 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 February 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 93,144 shares of Class A 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.
SCHEDULE 13D
- -------------------------------- ---------------------------------
CUSIP NO. 479167 10 8 PAGE 13 OF 15 PAGES
- -------------------------------- ---------------------------------
(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 99,143 shares of Class A Common Stock that are exercisable within 60 days.
(19) Includes options and rights to acquire 61,000 shares of Class A 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.
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.
9, 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 99.45 Secured Promissory Note, dated as of May 18,
2005, issued by the Helen Johnson-Leipold
Third Party Gift and Inheritence Trust to
the 1993 Trust.
Exhibit 99.46 Secured Promissory Note, dated as of May 18,
2005, issued by the H. Fisk Johnson Third
Party Gift and Inheritence Trust to the 1993
Trust.
Exhibit 99.47 Secured Promissory Note, dated as of May 18,
2005, issued by the S. Curtis Johnson Third
Party Gift and Inheritence Trust to the 1993
Trust.
Exhibit 99.48 Secured Promissory Note, dated as of May 18,
2005, issued by the Winifred J. Marquart
Third Party Gift and Inheritence Trust to
the 1993 Trust.
SCHEDULE 13D
- -------------------------------- ---------------------------------
CUSIP NO. 479167 10 8 PAGE 14 OF 15 PAGES
- -------------------------------- ---------------------------------
Exhibit 99.49 Sale Agreement, dated as of May 18, 2005, by
and among the Helen Johnson-Leipold Third
Party Gift and Inheritence Trust, the H.
Fisk Johnson Third Party Gift and
Inheritence Trust, the S. Curtis Johnson
Third Party Gift and Inheritence Trust, the
Winifred J. Marquart Third Party Gift and
Inheritence Trust, and the 1993 Trust.
SCHEDULE 13D
- -------------------------------- ---------------------------------
CUSIP NO. 479167 10 8 PAGE 15 OF 15 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: May 18, 2005 /s/ Helen P. Johnson-Leipold
---------------------------------------
Name: Helen P. Johnson-Leipold
Dated: May 18, 2005 /s/ Imogene P. Johnson
---------------------------------------
Name: Imogene P. Johnson
Dated: May 18, 2005 /s/ H. Fisk Johnson
---------------------------------------
Name: H. Fisk Johnson
Dated: May 18, 2005 /s/ S. Curtis Johnson
---------------------------------------
Name: S. Curtis Johnson
Dated: May 18, 2005 /s/ Winifred J. Marquart
---------------------------------------
Name: Winifred J. Marquart
Samuel C. Johnson 1988 Trust Number One
u/a September 14, 1988
Dated: May 18, 2005 By: /s/ Imogene P. Johnson
----------------------------------
Name: Imogene P. Johnson
Title: Co-Trustee
JWA Consolidated, Inc.
Dated: May 18, 2005 By: /s/ Imogene P. Johnson
----------------------------------
Name: Imogene P. Johnson
Title: President
Johnson Bank
Dated: May 18, 2005 By: /s/ Brian Lucareli
----------------------------------
Name: Brian Lucareli
Title: Senior Vice President
EXHIBIT 99.45
SECURED PROMISSORY NOTE
$864,400.00 Racine, Wisconsin
May 18, 2005
Johnson Bank, as trustee of the Helen Johnson-Leipold Third Party Gift and
Inheritance Trust (the "Borrower"), hereby promises to pay to the order of
Imogene P. Johnson, as trustee of the Imogene Powers Johnson 1993 Trust
("Lender"), on the "maturity date" (defined below) the principal sum of Eight
Hundred Sixty-Four Thousand Four Hundred Dollars ($864,400.00), together with
interest payable semi-annually on January 3 and July 3 on the unpaid principal
balance from time to time outstanding at the rate of 4.77% per annum until the
day preceding the maturity date. A final payment in an amount necessary to pay
all interest and principal then outstanding shall be due on January 3, 2020 (the
"maturity date").
To secure payment of this Note, Borrower has pledged to Lender Borrower's
interest in and to all shares of Johnson Outdoors, Inc. purchased from Lender on
the date hereof and all proceeds thereof ("Collateral"). Borrower warrants that,
while any obligation under this Note remains outstanding, Borrower will 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. Interest shall
accrue at the applicable federal rate from time to time in effect on any payment
which remains unpaid after fifteen days from its due date.
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 500, 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.
JOHNSON BANK, as trustee of the Helen
Johnson-Leipold Third Party Gift and
Inheritance Trust
By: /s/ Brian L. Lucareli
-------------------------------------------
Brian L. Lucareli, Senior Vice President
EXHIBIT 99.46
SECURED PROMISSORY NOTE
$864,400.00 Racine, Wisconsin
May 18, 2005
Johnson Bank, as trustee of the H. Fisk Johnson Third Party Gift and
Inheritance Trust (the "Borrower"), hereby promises to pay to the order of
Imogene P. Johnson, as trustee of the Imogene Powers Johnson 1993 Trust
("Lender"), on the "maturity date" (defined below) the principal sum of Eight
Hundred Sixty-Four Thousand Four Hundred Dollars ($864,400.00), together with
interest payable semi-annually on January 3 and July 3 on the unpaid principal
balance from time to time outstanding at the rate of 4.77% per annum until the
day preceding the maturity date. A final payment in an amount necessary to pay
all interest and principal then outstanding shall be due on January 3, 2020 (the
"maturity date").
To secure payment of this Note, Borrower has pledged to Lender Borrower's
interest in and to all shares of Johnson Outdoors, Inc. purchased from Lender on
the date hereof and all proceeds thereof ("Collateral"). Borrower warrants that,
while any obligation under this Note remains outstanding, Borrower will 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. Interest shall
accrue at the applicable federal rate from time to time in effect on any payment
which remains unpaid after fifteen days from its due date.
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 500, 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.
JOHNSON BANK, as trustee of the H. Fisk
Johnson Third Party Gift and Inheritance Trust
By: /s/ Brian L. Lucareli
-------------------------------------------
Brian L. Lucareli, Senior Vice President
EXHIBIT 99.47
SECURED PROMISSORY NOTE
$864,400.00 Racine, Wisconsin
May 18, 2005
Johnson Bank, as trustee of the S. Curtis Johnson Third Party Gift and
Inheritance Trust (the "Borrower"), hereby promises to pay to the order of
Imogene P. Johnson, as trustee of the Imogene Powers Johnson 1993 Trust
("Lender"), on the "maturity date" (defined below) the principal sum of Eight
Hundred Sixty-Four Thousand Four Hundred Dollars ($864,400.00), together with
interest payable semi-annually on January 3 and July 3 on the unpaid principal
balance from time to time outstanding at the rate of 4.77% per annum until the
day preceding the maturity date. A final payment in an amount necessary to pay
all interest and principal then outstanding shall be due on January 3, 2020 (the
"maturity date").
To secure payment of this Note, Borrower has pledged to Lender Borrower's
interest in and to all shares of Johnson Outdoors, Inc. purchased from Lender on
the date hereof and all proceeds thereof ("Collateral"). Borrower warrants that,
while any obligation under this Note remains outstanding, Borrower will 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. Interest shall
accrue at the applicable federal rate from time to time in effect on any payment
which remains unpaid after fifteen days from its due date.
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 500, 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.
JOHNSON BANK, as trustee of the S. Curtis
Johnson Third Party Gift and Inheritance Trust
By: /s/ Brian L. Lucareli
------------------------------------------
Brian L. Lucareli, Senior Vice President
EXHIBIT 99.48
SECURED PROMISSORY NOTE
$864,400.00 Racine, Wisconsin
May 18, 2005
Johnson Bank, as trustee of the Winifred J. Marquart Third Party Gift and
Inheritance Trust (the "Borrower"), hereby promises to pay to the order of
Imogene P. Johnson, as trustee of the Imogene Powers Johnson 1993 Trust
("Lender"), on the "maturity date" (defined below) the principal sum of Eight
Hundred Sixty-Four Thousand Four Hundred Dollars ($864,400.00), together with
interest payable semi-annually on January 3 and July 3 on the unpaid principal
balance from time to time outstanding at the rate of 4.77% per annum until the
day preceding the maturity date. A final payment in an amount necessary to pay
all interest and principal then outstanding shall be due on January 3, 2020 (the
"maturity date").
To secure payment of this Note, Borrower has pledged to Lender Borrower's
interest in and to all shares of Johnson Outdoors, Inc. purchased from Lender on
the date hereof and all proceeds thereof ("Collateral"). Borrower warrants that,
while any obligation under this Note remains outstanding, Borrower will 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. Interest shall
accrue at the applicable federal rate from time to time in effect on any payment
which remains unpaid after fifteen days from its due date.
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 500, 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.
JOHNSON BANK, as trustee of the Winifred J.
Marquart Third Party Gift and Inheritance
Trust
By: /s/ Brian L. Lucareli
-------------------------------------------
Brian L. Lucareli, Senior Vice President
EXHIBIT 99.49
SALE AGREEMENT
THIS AGREEMENT is made and entered into as of May 18, 2005, by and between
Imogene P. Johnson, as trustee of the Imogene Powers Johnson 1993 Trust (the
"Seller"), and Johnson Bank, as trustee of the S. Curtis Johnson Third Party
Gift and Inheritance Trust (the "Curt Trust"), Johnson Bank, as trustee of the
Helen Johnson-Leipold Third Party Gift and Inheritance Trust (the "Helen
Trust"), Johnson Bank, as trustee of the H. Fisk Johnson Third Party Gift and
Inheritance Trust (the "Fisk Trust"), and Johnson Bank, as trustee of the
Winifred J. Marquart Third Party Gift and Inheritance Trust (the "Winifred
Trust") (collectively, the "Purchasers").
WHEREAS, Seller owns the interests in Johnson Outdoors, Inc. described on
the attached Schedule I (collectively, the "JOUT Shares"), and desires to sell
the JOUT Shares to the Purchasers; and
WHEREAS, the Purchasers desire to buy the JOUT Shares from Seller on the
terms set forth herein.
NOW, THEREFORE, in consideration of all the representations, promises,
warranties and undertakings contained herein, the parties agree as follows:
1. Sale and Purchase of JOUT Shares. Seller hereby sells to Purchasers the
following assets:
(a) Seller hereby sells to the Curt Trust the assets listed after the
name of the Curt Trust on the attached Schedule I (the "Curt JOUT Shares").
The Curt Trust hereby purchases the Curt JOUT Shares from Seller.
(b) Seller hereby sells to the Helen Trust the assets listed after the
name of the Helen Trust on the attached Schedule I (the "Helen JOUT
Shares"). The Helen Trust hereby purchases the Helen JOUT Shares from
Seller.
(c) Seller hereby sells to the Fisk Trust the assets listed after the
name of the Fisk Trust on the attached Schedule I (the "Fisk JOUT Shares").
The Fisk Trust hereby purchases the Fisk JOUT Shares from Seller.
(d) Seller hereby sells to the Winifred Trust the assets listed after
the name of the Winifred Trust on the attached Schedule I (the "Winifred
JOUT Shares"). The Winifred Trust hereby purchases the Winifred JOUT Shares
from Seller.
2. Purchase Price. The purchase price for each of the Curt JOUT Shares,
Helen JOUT Shares, Fisk JOUT Shares and Winifred JOUT Shares is the fair market
value on the date hereof of such JOUT Shares (the "Purchase Price"). If market
quotations are available for an asset, the fair market value of such asset is
the mean between the high and low market quotations for such asset on the date
first above written. Seller and each of the Purchasers acknowledge and agree
that their intent is that the Purchase Price be the actual fair market value of
the purchased JOUT Shares as of the date hereof.
3. Consideration. On the date hereof, the Purchasers shall make payment to
Seller in the amount and manner hereafter specified:
(a) As consideration for their purchases, each of the Curt Trust,
Helen Trust, Fisk Trust and Winifred Trust shall pay to Seller the Purchase
Price.
(b) Payment of the Purchase Price by each of the Purchasers shall be
made as follows:
(i) Each of the Curt Trust, Helen Trust, Fisk Trust and Winifred
Trust shall deliver to Seller $130,000.00 in cash.
(ii) Each of the Purchasers shall pay the balance of the Purchase
Price by executing and delivering to Seller a fifteen year installment
note (each, a "Note") in the amount of the Purchase Price, with
interest payable semi-annually on January 3 and July 3 on the unpaid
principal balance at a rate of 4.77% per annum from the date of this
instrument until January 3, 2020.
4. Pledge. To secure the payment of each Purchaser's Note, each Purchaser
pledges and grants to Seller a security interest in and to such Purchaser's
rights, title and interests, now owned or hereafter acquired in the assets
purchased by Purchaser pursuant to this sale agreement and all proceeds of such
assets.
5. Warranty. Seller represents and warrants that the JOUT Shares sold
hereunder will be transferred free and clear of all liens, claims and
encumbrances.
6. Parties in Interest. This Agreement shall bind and inure to the benefit
of the parties named herein and their respective heirs, successors and assigns.
7. Governing Law. This Agreement shall be governed by the laws of the State
of Wisconsin.
8. Counterparts. This Agreement may be executed in multiple counterparts
which taken together shall constitute one and the same instrument.
* * *
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
be duly executed, all as of the date and year first written above.
- -------------------------------------------------------- ------------------------------------------------------
SELLER: PURCHASERS:
JOHNSON BANK, as trustee of the S. Curtis Johnson
Third Party Gift And Inheritance Trust
/s/ Imogene Powers Johnson By: /s/ Brian L. Lucareli
- -------------------------- -----------------------------------------
Imogene Powers Johnson, as trustee of the Imogene Brian L. Lucareli, Senior Vice President
Powers Johnson 1993 Trust
- -------------------------------------------------------- ------------------------------------------------------
JOHNSON BANK, as trustee of the Helen
Johnson-Leipold Third Party Gift And Inheritance
Trust
By: /s/ Brian L. Lucareli
-----------------------------------------
Brian L. Lucareli, Senior Vice President
- -------------------------------------------------------- ------------------------------------------------------
JOHNSON BANK, as trustee of the H. Fisk Johnson
Third Party Gift And Inheritance Trust
By: /s/ Brian L. Lucareli
-----------------------------------------
Brian L. Lucareli, Senior Vice President
- -------------------------------------------------------- ------------------------------------------------------
JOHNSON BANK, as trustee of the Winifred J. Marquart
Third Party Gift And Inheritance Trust
By: /s/ Brian L. Lucareli
-----------------------------------------
Brian L. Lucareli, Senior Vice President
- -------------------------------------------------------- ------------------------------------------------------
SCHEDULE I
- ---------------------------------- --------------------------------------------- ---------------------------
Purchaser Assets Fair Market Value
- ---------------------------------- --------------------------------------------- ---------------------------
Johnson Bank, as trustee of the 55,000 Class A shares of Johnson Outdoors,
S. Curtis Johnson Third Party Inc., a Wisconsin corporation $994,400.00
Gift and Inheritance Trust
- ---------------------------------- --------------------------------------------- ---------------------------
Johnson Bank, as trustee of the 55,000 Class A shares of Johnson Outdoors,
Helen Johnson-Leipold Third Inc., a Wisconsin corporation $994,400.00
Party Gift and Inheritance Trust
- ---------------------------------- --------------------------------------------- ---------------------------
Johnson Bank, as trustee of the 55,000 Class A shares of Johnson Outdoors,
H. Fisk Johnson Third Party Gift Inc., a Wisconsin corporation $994,400.00
and Inheritance Trust
- ---------------------------------- --------------------------------------------- ---------------------------
Johnson Bank, as trustee of the 55,000 Class A shares of Johnson Outdoors,
Winifred J. Marquart Third Party Inc., a Wisconsin corporation $994,400.00
Gift and Inheritance Trust
- ---------------------------------- --------------------------------------------- ---------------------------