SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
11-K
Annual
Report Pursuant to Section 15(d) of the
Securities
Exchange Act of 1934
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x
|
Annual
Report Pursuant to Section 15(d) of the Securities Exchange Act of
1934
|
|
For
the fiscal year ended December 31,
2007.
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Or
|
|
¨
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Transition
Report Pursuant to Section 15(d) of the Securities Exchange Act of
1934
|
|
For
the transition period from _________ to
_________.
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Commission
File Number: 0-16255 (Johnson Outdoors Inc.)
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A.
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Full
title of the plan and address of the plan, if different from that
of the
issuer named below:
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JOHNSON
OUTDOORS RETIREMENT AND SAVINGS PLAN
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B.
|
Name
of issuer of the securities held pursuant to the plan and the address
of
its principal executive office:
|
Johnson
Outdoors Inc.
555
Main
Street
Racine,
WI 53403
REQUIRED
INFORMATION
The
following financial statements and schedules of the Johnson Outdoors Retirement
and Savings Plan (the "Plan"), prepared in accordance with the financial
reporting requirements of the Employee Retirement Income Securities Act of
1974,
as amended, are filed herewith. Grant Thornton LLP, the current independent
auditors for the Plan, audited the financial statements and schedules as of
and
for the Plan fiscal years ended December 31, 2007 and 2006.
Financial
statements and report of independent certified public
accountants
Johnson
Outdoors Retirement and Savings Plan
December
31, 2007 and 2006
CONTENTS
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Page
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Report
of Independent Registered Public Accounting Firm
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3
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Financial
Statements
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|
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Statements
of Net Assets Available for Benefits
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4
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Statements
of Changes in Net Assets Available for Benefits
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5
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Notes
to Financial Statements
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6
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Supplemental
Schedule
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Form
5500, Schedule H, Part IV, Line 4i – Schedule of Assets (Held at End of
Year) – December 31, 2007
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14
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2
REPORT
OF INDEPENDENT
REGISTERED
PUBLIC ACCOUNTING FIRM
To
the
Plan Administrator of the
Johnson
Outdoors Retirement and Savings Plan
We
have
audited the accompanying statements of net assets available for benefits of
the
Johnson Outdoors Retirement and Savings Plan (the “Plan”) as of December 31,
2007 and 2006, and the related statements of changes in net assets available
for
benefits for the years then ended. These financial statements are the
responsibility of the Plan’s management. Our responsibility is to
express an opinion on these financial statements based on our
audits.
We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require
that we plan and perform the audits to obtain reasonable assurance about whether
the financial statements are free of material misstatement. The Plan
is not required to have, nor were we engaged to perform an audit of its internal
control over financial reporting. Our audit included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose
of
expressing an opinion on the effectiveness of the Plan's internal control over
financial reporting. Accordingly, we express no such
opinion. An audit also includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management,
as
well as evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.
In
our
opinion, the financial statements referred to above present fairly, in all
material respects, the net assets available for benefits of the Plan at
December 31, 2007 and 2006, and the changes in net assets available for
benefits for the years then ended in conformity with accounting principles
generally accepted in the United States of America.
Our
audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule
(held at end of year) as of December 31, 2007, is presented for purposes of
additional analysis and is not a required part of the basic financial statements
but is supplementary information required by the Department of Labor’s Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The supplemental schedule is the responsibility
of the Plan’s management. The supplemental schedule has been
subjected to the auditing procedures applied in the audit of the basic financial
statements and, in our opinion, is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
/s/
GRANT
THORNTON LLP
Milwaukee,
Wisconsin
June
13,
2008
3
JOHNSON
OUTDOORS RETIREMENT AND SAVINGS PLAN
STATEMENTS
OF NEW ASSETS AVAILABLE FOR BENEFITS
As
of
December 31,
|
2007
|
2006
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|||||||
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Investments
|
||||||||
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Investments,
at fair value
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$ | 62,483,646 | $ | 55,580,989 | ||||
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Loans
to participants
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1,436,132 | 1,270,017 | ||||||
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Total
investments
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63,919,778 | 56,851,006 | ||||||
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Contributions
receivable
|
||||||||
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Participant
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44,780 | 41,752 | ||||||
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Company
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18,107 | 16,207 | ||||||
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Total
receivables
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62,887 | 57,959 | ||||||
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Net
assets available for benefits at fair value
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63,982,665 | 56,908,965 | ||||||
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Adjustment
from fair value to contract value for interest in
collective
trust relating to fully benefit-responsive investment
contracts
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(227,872 | ) | 13,229 | |||||
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Net
assets available for benefits
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$ | 63,754,793 | $ | 56,922,194 | ||||
The
accompanying notes are an integral part of these statements.
4
JOHNSON
OUTDOORS RETIREMENT AND SAVINGS PLAN
STATEMENTS
OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Years
ended December 31,
|
2007
|
2006
|
|||||||
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Additions
|
||||||||
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Investment
income
|
||||||||
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Net
realized and unrealized appreciation in fair value of
investments
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$ | 1,001,721 | $ | 2,548,455 | ||||
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Interest
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102,375 | 90,352 | ||||||
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Dividends
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4,844,290 | 3,591,375 | ||||||
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Total
investment income
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5,948,386 | 6,230,182 | ||||||
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Contributions
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||||||||
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Participant
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2,547,770 | 2,331,356 | ||||||
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Company
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2,935,910 | 2,596,347 | ||||||
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Rollover
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71,550 | 189,094 | ||||||
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Total
contributions
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5,555,230 | 5,116,797 | ||||||
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Total
additions
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11,503,616 | 11,346,979 | ||||||
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Deductions
|
||||||||
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Distributions
to participants or beneficiaries
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(4,571,023 | ) | (6,612,167 | ) | ||||
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Administrative
expenses and investment management fees
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(99,994 | ) | (95,644 | ) | ||||
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Total
deductions
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(4,671,017 | ) | (6,707,811 | ) | ||||
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Net
increase
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6,832,599 | 4,639,168 | ||||||
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Assets
available for benefits:
|
||||||||
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Beginning
of year
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56,922,194 | 52,283,026 | ||||||
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End
of year
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$ | 63,754,793 | $ | 56,922,194 | ||||
The
accompanying notes are an integral part of these statements.
5
JOHNSON
OUTDOORS RETIREMENT AND SAVINGS PLAN
NOTES
TO FINANCIAL STATEMENTS
December
31, 2007 and 2006
NOTE
A – DESCRIPTION OF THE PLAN
The
following description of the Johnson Outdoors Retirement and Savings Plan (the
“Plan”) provides only general information. Participants should refer
to the Plan agreement for a more complete description of the Plan’s
provisions.
1. General
The
Plan
is a defined contribution plan sponsored by Johnson Outdoors Inc. (the
“Company”) and is subject to the provisions of the Employee Retirement Income
Security Act of 1974.
2. Participation
The
following business units of the Company participate in the Plan:
|
|
●
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Johnson
Outdoors Headquarters
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| ● |
Johnson
Outdoors Mankato Operations
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●
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Johnson
Outdoors Binghamton Operations
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|
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●
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Johnson
Outdoors Eufaula Operations
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●
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Johnson
Outdoors U.S. Diving Operations
|
|
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●
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Johnson
Outdoors Old Town Canoe
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|
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●
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Johnson
Outdoors Ocean Kayak
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|
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●
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Johnson
Outdoors Watercraft Sports & Leisure
|
The
Plan
allows all regular full-time employees, as defined by the employer, to
participate in the Plan on the first day of employment with one of the
above-named business units. An employee who is classified as other
than a regular full-time employee shall be eligible to participate in the
savings feature of the Plan effective January 1 or July 1 following one year
of
service during which the employee completes 1,000 or more hours of
service.
3. Contributions
The
Plan
is a two-part plan consisting of a retirement contribution feature and a savings
feature. The retirement contribution feature of the Plan enables
eligible participants (other than those at Johnson Outdoors Mankato Operations
and Old Town Canoe) to accumulate additional funds for retirement
purposes. The retirement contributions made by the respective
business units are discretionary. Employees of Johnson Outdoors
Mankato Operations and Old Town Canoe participate in other defined benefit
plans.
6
JOHNSON
OUTDOORS RETIREMENT AND SAVINGS PLAN
NOTES
TO FINANCIAL STATEMENTS
December
31, 2007 and 2006
NOTE
A – DESCRIPTION OF THE PLAN - Continued
3. Contributions
-
continued
Pursuant
to the savings feature, eligible participants may make voluntary pre-tax and
after-tax contributions of their base compensation (as defined by the plan),
subject to certain statutory limits. Participant contributions made
with tax-deferred dollars under Section 401(k) of the Internal Revenue Code
(IRC) are excluded from the participant’s current wages for federal income tax
purposes. No federal income tax is paid on the tax-deferred
contributions and growth thereon until the participant makes a withdrawal from
the Plan.
Participants
may also choose to make contributions on an after-tax basis through a Roth
401(k) option. Contributions and earnings for the Roth 401(k) option
are not subject to taxation at the time of distribution, as long as the
distribution is a “qualified distribution” made no earlier than five years after
the first Roth 401(k) contribution to the Plan. A qualified
distribution is a distribution after separation of service and due to death,
disability or after age 59½. The participant’s contribution rate may
be adjusted at the discretion of the Plan administrator if a reduced rate is
necessary to maintain Section 401(k) benefits. The Company’s matching
contribution is equal to 50% of the first 6% of a participant’s compensation
contributed by the participant to the Plan. The Company made matching
contributions of $949,891 and $886,601 in 2007 and 2006,
respectively.
In
addition, the Company may make a deferred profit sharing contribution to the
Plan to be allocated to the accounts of eligible participants. The
amount of such profit sharing contributions, if any, is at the discretion of
the
Board of Directors. The Company made discretionary deferred profit
sharing contributions of $1,982,743 and $1,714,027 in 2007 and 2006,
respectively.
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4.
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Participant
Accounts
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Each
participant’s account is credited with the participant’s contributions, the
Company’s matching contribution, an allocation of the respective business unit’s
discretionary contribution based on regular employee earnings for the period,
if
applicable, and an allocation of Plan investment earnings based upon the
participant’s net account balance. The benefit to which a participant
is entitled is the benefit that can be provided from the participant’s
account.
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5.
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Vesting
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Participant
contributions, Company matching contributions, discretionary contributions
and
investment earnings thereon are 100% vested at all times.
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6.
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Payment
of
Benefits
|
Upon
retirement, termination, or permanent disability, participants will receive
the
value of their account. Upon death, the account balance will be paid
to the participant’s beneficiary or estate.
7
JOHNSON
OUTDOORS RETIREMENT AND SAVINGS PLAN
NOTES
TO FINANCIAL STATEMENTS
December
31, 2007 and 2006
NOTE
A – DESCRIPTION OF THE PLAN - Continued
|
|
7.
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Participant
Loans
|
Participants
may borrow from their account a minimum of $1,000 up to a maximum equal to
the
lesser of $50,000 or 50% of their account balance. Loan terms may not
exceed five years. Loans are secured by the balance in the
participant’s account and bear interest at a rate commensurate with local
prevailing rates as determined by the Benefits Administration Committee, which
was 8.25% as of December 31, 2007. Principal and interest are paid
through payroll deductions. The outstanding balance of any loan may
be prepaid at any time without penalty. Outstanding loans are
considered past due after 30 days.
|
|
8.
|
Investment
Options
|
During
2007 and 2006, participants in the Plan had the ability to self-direct their
funds into the following investment options:
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Vanguard
Total Stock Index
|
|
Vanguard
Windsor Fund
|
|
PIMCO
II Total Return Fund
|
|
American
Balanced Fund R5
|
|
Dreyfus
Premier Emerging Markets Fund
|
|
Fidelity
Advisor Equity Growth Fund
|
|
Capital
World Growth & Income Fund R5
|
|
Oppenheimer
Commodity Strategic Total Return
|
|
T.
Rowe Price Small Cap Stock Fund
|
|
William
Blair International Growth Fund
|
|
Putnam
Stable Value Fund
|
|
Johnson
Outdoors Inc. Class A common stock
|
In
2006,
the Washington Mutual Investors Fund R5 was replaced with the Vanguard Windsor
Fund. Also in 2006, the name of the Oppenheimer Real Asset Fund was
changed to Oppenheimer Commodity Strategic Total Return.
A
participant may invest a maximum of 25% of their post-1994 contributions in
the
Johnson Outdoors Inc. Class A common stock fund.
|
|
9.
|
Plan
Termination
|
Although
the Company has not expressed any intent to terminate the Plan, it may do so
at
any time upon proper resolution by the Board of Directors. The
business units may also terminate discretionary contributions to the
Plan. In the event of Plan termination, the Plan Trustee shall
continue to administer the trust until otherwise directed by the Board of
Directors. Upon termination of the trust, participants or their
beneficiaries will receive the value of their account.
8
JOHNSON
OUTDOORS RETIREMENT AND SAVINGS PLAN
NOTES
TO FINANCIAL STATEMENTS
December
31, 2007 and 2006
NOTE
B – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
|
1.
|
Basis
of
Accounting
|
The
financial statements of the Plan have been prepared on the accrual basis of
accounting and in conformity with accounting principles generally accepted
in
the United States of America. As described in Financial Accounting
Standards Board Staff Position, FSP AAG INV-1 and SOP 94-4-1, Reporting of Fully
Benefit-Responsive Investment Contracts Held by Certain Investment Companies
Subject to the AICPA Investment Company Guide and Defined-Contribution Health
and Welfare and Pension Plans (the “FSP”), investment
contracts
held by a defined-contribution plan are required to be reported at fair
value. However, contract value is the relevant measurement attribute
for that portion of the net assets available for benefits of a
defined-contribution plan attributable to fully benefit-response investment
contracts because contract value is the amount participants would receive if
they were to initiate permitted transactions under the terms of the
plan. The Plan invests in investment contracts through The Putnam
Stable Value Fund, a collective trust. As of December 31, 2006, the
Plan adopted the FSP and accordingly, the Statements of Net Assets Available
for
Benefits presents the fair value of the investment in the collective trust
as
well as the adjustment of the investment in the collective trust from fair
value
to contract value relating to the investment contracts. The
Statements of Changes in Net Assets Available for Benefits is prepared on a
contract value basis.
|
|
2.
|
Investments
|
The
Plan’s investments are stated at fair value. Securities traded on a
national securities exchange are valued at the last reported sales price on
the
last business day of the Plan year. The shares of mutual funds are
valued at quoted market prices which represent the net asset values of shares
held by the Plan at year-end. The participant loans are valued at
their outstanding balances, which approximate fair value. The Plan’s
interest in the collective trust is valued based on information reported by
the
investment advisor using the audited financial statements of the collective
trust at year-end.
3. Administrative
Expenses and
Investment Management Fees
Certain
expenses incurred in the administration of the Plan and expenses incurred in
connection with the sale, investment and reinvestment of Plan assets are paid
by
the Plan. Participants are required to pay a quarterly $18.75
administrative fee. Expenses incurred for attorney and audit fees and
salary expense incurred by the Company related to the administration of the
Plan
are paid by the Company.
9
JOHNSON
OUTDOORS RETIREMENT AND SAVINGS PLAN
NOTES
TO FINANCIAL STATEMENTS
December
31, 2007 and 2006
NOTE
B – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued
|
|
4.
|
Use
of
Estimates
|
The
preparation of the financial statements in accordance with accounting principles
generally accepted in the United States of America requires the plan
administrator to make estimates and assumptions that affect the amounts reported
in these financial statements and accompanying notes. Actual results
could differ from those estimates.
NOTE
C - INVESTMENTS
The
following investments represent 5% or more of the Plan’s assets available for
benefits as of December 31:
|
Description
|
2007
|
|||
|
PIMCO
II Total Return Fund
|
$ | 4,438,527 | ||
|
American
Balanced Fund R5
|
3,692,577 | |||
|
Fidelity
Advisor Equity Growth Fund
|
7,909,351 | |||
|
Capital
World Growth & Income Fund R5
|
8,322,266 | |||
|
T.
Rowe Price Small Cap Stock Fund
|
5,788,479 | |||
|
Putnam
Stable Value Fund*
|
10,997,687 | |||
|
Vanguard
Total Stock Index
|
3,675,366 | |||
|
Vanguard
Windsor Fund
|
6,286,878 | |||
|
Dreyfus
Premier Emerging Markets Fund
|
4,589,086 | |||
|
William
Blair International Growth Fund
|
4,361,770 | |||
|
*Amount
represents contract value (Fair value is $11,225,559)
|
||||
10
JOHNSON
OUTDOORS RETIREMENT AND SAVINGS PLAN
NOTES
TO FINANCIAL STATEMENTS
December
31, 2007 and 2006
NOTE
C – INVESTMENTS - Continued
|
Description
|
2006
|
|||
|
PIMCO
II Total Return Fund
|
$ | 3,962,032 | ||
|
American
Balanced Fund R5
|
3,485,641 | |||
|
Fidelity
Advisor Equity Growth Fund
|
6,231,220 | |||
|
Capital
World Growth & Income Fund R5
|
7,090,876 | |||
|
T.
Rowe Price Small Cap Stock Fund
|
6,098,445 | |||
|
Putnam
Stable Value Fund*
|
10,390,686 | * | ||
|
Vanguard
Total Stock Index
|
3,021,051 | |||
|
Vanguard
Windsor Fund
|
6,991,810 | |||
|
Dreyfus
Premier Emerging Markets Fund
|
3,375,114 | |||
|
William
Blair International Growth Fund
|
3,260,818 | |||
|
*Amount
represents contract value (Fair value is $10,377,457)
|
||||
As
of
December 31, 2007 and 2006, the Plan’s investments included approximately 42,684
and 45,711 shares of Company common stock, respectively, representing less
than
1% of the Company’s outstanding common stock for each year.
During
2007 and 2006, the Plan’s investments appreciated in value as
follows:
|
2007
|
2006
|
|||||||
|
Mutual
funds
|
$ | 831,947 | $ | 2,471,348 | ||||
|
Johnson
Outdoors Inc. Class A common
stock
|
169,774 | 77,107 | ||||||
| $ | 1,001,721 | $ | 2,548,455 |
All
investments are participant directed.
NOTE
D – INCOME TAX STATUS
The
Plan
has received a determination letter from the Internal Revenue Service dated
June
4, 2002, stating that the Plan is qualified under Section 401(a) of the Internal
Revenue Code, and, therefore, the related trust is exempt from
taxation. Once qualified, the Plan is required to operate in
conformity with the IRC to maintain its qualification. The Plan’s
administrator believes the Plan is operating in compliance with the applicable
requirements of the IRC and, therefore, believes that the Plan is qualified
and
the related trust is tax-exempt.
11
JOHNSON
OUTDOORS RETIREMENT AND SAVINGS PLAN
NOTES
TO FINANCIAL STATEMENTS
December
31, 2007 and 2006
NOTE
E –
PARTY-IN-INTEREST TRANSACTIONS
All
transactions involving the investments administered by Mercer (“Trustee”) and
investments in Johnson Outdoors Inc. common stock and other transactions with
the Company or plan participants are considered party-in-interest
transactions.
NOTE
F – RISK AND UNCERTAINTIES
The
Plan
invests in various securities. Investment securities are exposed to
various risks such as interest rate, market and credit risks. Due to
the level of risk associated with certain investment securities, it is at least
reasonably possible that changes in the values of investment securities will
occur in the near term and, that such changes could materially affect
participants account balances and the amounts reported in the statements of
net
assets available for benefits.
NOTE G –
RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The
following is a reconciliation of net assets available for benefits per the
Form
5500 financial statements at December 31, 2007 and December 31, 2006,
respectively:
|
December 31
2007
|
December 31
2006
|
|||||||
|
Net
assets available for benefits per the financial statements
|
$ | 63,754,793 | $ | 56,922,194 | ||||
|
Adjustment
from contract value to fair value
|
227,872 | (13,229 | ) | |||||
|
Net
assets available for benefits per the Form 5500
|
$ | 63,982,665 | $ | 56,908,965 | ||||
The
following is a reconciliation of investment income per the Form 5500 financial
statements at December 31, 2007 and December 31, 2006,
respectively:
|
December 31
2007
|
December 31
2006
|
|||||||
|
Investment
income per the financial statements
|
$ | 5,948,386 | $ | 6,230,182 | ||||
|
Adjustment
from contract value to fair value
|
227,872 | (13,229 | ) | |||||
|
Investment
income per the Form 5500
|
$ | 6,176,258 | $ | 6,216,953 | ||||
12
SUPPLEMENTAL
SCHEDULE
13
JOHNSON
OUTDOORS RETIREMENT AND SAVINGS PLAN
EMPLOYEE
INDENTIFICATION NUMBER 39-1536083
PLAN
NUMBER 001
FORM
5500, SCHEDULE H, PART IV, LINE 4i
SCHEDULE
OF ASSETS (HELD AT END OF YEAR)
December
31, 2007
|
Identity
of issue, borrower,
lessor
or similar party
|
Number
of shares/units
|
Current
fair value
|
||||||
|
Vanguard
Total Stock Index
|
107,687 | $ | 3,675,366 | |||||
|
Vanguard
Windsor Fund
|
118,576 | 6,286,878 | ||||||
|
PIMCO
II Total Return Fund
|
436,433 | 4,438,527 | ||||||
|
American
Balanced Fund R5
|
191,127 | 3,692,577 | ||||||
|
Dreyfus
Premier Emerging Markets Fund
|
230,723 | 4,589,086 | ||||||
|
Fidelity
Advisor Equity Growth Fund
|
115,330 | 7,909,351 | ||||||
|
Capital
World Growth & Income Fund R5
|
186,556 | 8,322,266 | ||||||
|
Oppenheimer
Commodity Strategic Total Return
|
164,233 | 1,233,391 | ||||||
|
T.
Rowe Price Small Cap Stock Fund
|
190,473 | 5,788,479 | ||||||
|
William
Blair International Growth Fund
|
149,786 | 4,361,770 | ||||||
|
Johnson
Outdoors Inc. Class A common stock*
|
42,684 | 960,396 | ||||||
|
Putnam
Stable Value Fund *
|
10,997,687 | 11,225,559 | ||||||
|
Loans
to participants, interest rates ranging from 5% to 9.25%*
|
1,436,132 | |||||||
|
Total
investments
|
$ | 63,919,778 | ||||||
*
Party-in-interest to the Plan
14
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Johnson Outdoors
Retirement and Savings Plan (the "Plan") Administrative Committee which
administers the Plan, has duly caused this Annual Report to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Racine,
and
State of Wisconsin, on the 27th day of June, 2008.
|
JOHNSON
OUTDOORS RETIREMENT AND SAVINGS PLAN
|
|
|
By:
/s/ Richard
Fiegel
Richard Fiegel
By:
/s/ David
Marquette
David Marquette
By:
/s/ Sara
Vidian
Sara Vidian
By:
/s/ David
W.
Johnson
David W. Johnson
By:
/s/ W.
Floyd
Wilkinson
W. Floyd Wilkinson
By:
/s/ Elizabeth
A.
Limpel
Elizabeth A. Limpel
As
members of the Johnson Outdoors Retirement
and
Savings Plan Administrative
Committee
|
15
EXHIBIT
INDEX
JOHNSON
OUTDOORS RETIREMENT AND SAVINGS PLAN
FORM
11-K
FOR
THE FISCAL YEAR ENDED
DECEMBER 31, 2007
|
Exhibit
No.
|
Description
|
Page
Number in
Sequentially
Numbered
Form 11-K
|
||
|
23.1
|
Consent
of Grant Thornton LLP
|
16
Exhibit
23.1
CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We
have
issued our report dated June 13, 2008, with respect to the financial statements
and supplemental schedule of the Johnson Outdoors Retirement and Savings Plan
on
Form 11-K for the years ended December 31, 2007 and 2006. We hereby
consent to the incorporation by reference of said report in the Registration
Statement of Johnson Outdoors, Inc. on Form S-8 (No. 033-61285, effective August
13, 1995).
/s/
GRANT
THORNTON LLP
Milwaukee,
Wisconsin
June
27,
2008