-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, H78zFJLL6PSy4M3ic40dVcbTrdBikcQbIkF7M6mu9LgbeHGL7DjhCOh71nQfgTSD lS0q844Bo4qGaBEq9YosmQ== 0000914760-04-000023.txt : 20040220 0000914760-04-000023.hdr.sgml : 20040220 20040220160418 ACCESSION NUMBER: 0000914760-04-000023 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20040220 GROUP MEMBERS: HELEN P. JOHNSON-LEIPOLD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: JOHNSON OUTDOORS INC CENTRAL INDEX KEY: 0000788329 STANDARD INDUSTRIAL CLASSIFICATION: [3949] IRS NUMBER: 391536083 STATE OF INCORPORATION: WI FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-39084 FILM NUMBER: 04619423 BUSINESS ADDRESS: STREET 1: 555 MAIN STREET CITY: RACINE STATE: WI ZIP: 53403-1015 BUSINESS PHONE: 2626316600 MAIL ADDRESS: STREET 1: 555 MAIN STREET STREET 2: STE 023 CITY: RACINE STATE: WI ZIP: 53403-1015 FORMER COMPANY: FORMER CONFORMED NAME: JOHNSON WORLDWIDE ASSOCIATES INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: JOHNSON SAMUEL C CENTRAL INDEX KEY: 0000917511 IRS NUMBER: 362382580 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: J/K MANAGEMENT SERVICES INC STREET 2: 555 MAIN STREET CITY: RACINE STATE: WI ZIP: 53403-1015 BUSINESS PHONE: 4146312503 MAIL ADDRESS: STREET 1: J/K MANAGEMENT SERVICES INC STREET 2: 555 MAIN STREET CITY: RACINE STATE: WI ZIP: 53403-1015 SC 13D 1 r68096_13dfeb20.txt FEBRUARY 20, 2004 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ____)* JOHNSON OUTDOORS INC. - -------------------------------------------------------------------------------- (Name of Issuer) Class A Common Stock, par value $.05 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 479254 10 4 - -------------------------------------------------------------------------------- (CUSIP Number) Linda L. Sturino 555 Main Street Suite 500 Racine, Wisconsin 53403 (262) 260-4046 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 20, 2004 - -------------------------------------------------------------------------------- (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 - ------------------------------------ ------------------------------ CUSIP NO. 479254 10 4 PAGE 2 OF 12 PAGES - ------------------------------------ ------------------------------ - ---------- --------------------------------------------------------------------- NAME OF REPORTING PERSON 1 Samuel C. Johnson S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) - ---------- --------------------------------------------------------------------- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [x] 2 (See Instructions) (B) [ ] - ---------- --------------------------------------------------------------------- 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 United States - ---------------------------- -------- ------------------------------------------ 7 SOLE VOTING POWER NUMBER 2,477,323 shares (1)(2) OF -------- ------------------------------------------ SHARES 8 SHARED VOTING POWER BENEFICIALLY 1,135,330 shares (2) OWNED -------- ------------------------------------------ BY 9 SOLE DISPOSITIVE POWER EACH 2,477,323 shares (1)(2) REPORTING -------- ------------------------------------------ PERSON 10 SHARED DISPOSITIVE POWER WITH 1,135,330 shares (2) - ---------------------------- -------- ------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,612,652 shares (1)(2) - ---------- --------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES |X| CERTAIN SHARES (See Instructions) See Item 5 - ---------- --------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 41.6% of the Class A Common Stock (1)(2)(3) - ---------- --------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) IN - ---------- --------------------------------------------------------------------- (1) Includes options to 12,695 acquire shares of Class A Common Stock that 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) Based on 7,446,528 shares of Class A Common Stock and 1,222,297 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 January 31, 2004, as reported on the Johnson Outdoors Inc. Form 10-Q for the fiscal quarter ended January 2, 2004 filed with the Securities and Exchange Commission on February 17, 2004, and 12,695 options held by Mr. Johnson to purchase shares of Class A Common Stock that are exerciseable within 60 days. SCHEDULE 13D - ------------------------------------ ------------------------------ CUSIP NO. 479254 10 4 PAGE 3 OF 12 PAGES - ------------------------------------ ------------------------------ - ---------- --------------------------------------------------------------------- NAME OF REPORTING PERSON 1 Helen P. Johnson-Leipold S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) - ---------- --------------------------------------------------------------------- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [x] 2 (See Instructions) (B) [ ] - ---------- --------------------------------------------------------------------- 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 United States - ---------------------------- -------- ------------------------------------------ 7 SOLE VOTING POWER NUMBER 808,155 shares (1)(2) OF -------- ------------------------------------------ SHARES 8 SHARED VOTING POWER BENEFICIALLY 1,329,308 shares (2) OWNED -------- ------------------------------------------ BY 9 SOLE DISPOSITIVE POWER EACH 808,155 shares (1)(2) REPORTING -------- ------------------------------------------ PERSON 10 SHARED DISPOSITIVE POWER WITH 1,329,308 shares (2) - ---------------------------- -------- ------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,137,463 shares (1)(2) - ---------- --------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES |X| CERTAIN SHARES (See Instructions) See Item 5 - ---------- --------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 22.9% of the Class A Common Stock (1)(2)(3) - ---------- --------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) IN - ---------- --------------------------------------------------------------------- (1) Includes options to acquire 655,000 shares of Class A Common Stock that are exercisable within 60 days and the 3,643 shares of Class A Common Stock held in the reporting person's 401(k) plan as of November 1, 2003. (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) Based on 7,446,528 shares of Class A Common Stock and 1,222,297 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 January 31, 2004, as reported on the Johnson Outdoors Inc. Form 10-Q for the fiscal quarter ended January 2, 2004 filed with the Securities and Exchange Commission on February 17, 2004, and 655,000 options held by Ms. Johnson-Leipold to purchase shares of Class A Common Stock that are exerciseable within 60 days. SCHEDULE 13D - ------------------------------------ ------------------------------ CUSIP NO. 479254 10 4 PAGE 4 OF 12 PAGES - ------------------------------------ ------------------------------ THIS SCHEDULE 13D is filed jointly by Samuel C. Johnson ("Mr. Johnson") and Helen P. Johnson-Leipold ("Ms. Johnson-Leipold"). In this Schedule 13D, Mr. Johnson and Ms. Johnson-Leipold 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 the other Reporting Person or any other person. The agreement between the Reporting Persons relating to the joint filing of this Schedule 13D is attached hereto as Exhibit 99.1. This joint filing shall also serve to amend Mr. Johnson's Schedule 13D most recently amended by Amendment No. 11 filed with the Securities and Exchange Commission (the "SEC") on July 10, 2003 and Ms. Johnson-Leipold's Schedule 13D most recently amended by Amendment No. 2 filed with the SEC on July 8, 2003. ITEM 1. SECURITY AND ISSUER. Class A Common Stock, par value $.05 per share Johnson Outdoors Inc. (the "Company") 555 Main Street Racine, Wisconsin 53403 ITEM 2. IDENTITY AND BACKGROUND. (a) - (b) Mr. Johnson 555 Main Street Racine, Wisconsin 53403 Ms. Johnson-Leipold 555 Main Street Racine, Wisconsin 53403 (c) Mr. Johnson - Retired Ms. Johnson-Leipold - Chairman and Chief Executive Officer of the Company. Johnson Outdoors Inc. 555 Main Street Racine, Wisconsin 53403 Manufacturer and marketer of recreational products. (d) - (e) During the last five years, neither of the Reporting Persons has been convicted in a criminal proceeding or 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. (f) The Reporting Persons are both citizens of the United States. SCHEDULE 13D - ------------------------------------ ------------------------------ CUSIP NO. 479254 10 4 PAGE 5 OF 12 PAGES - ------------------------------------ ------------------------------ ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. As described in the Letter attached hereto as Exhibit 99.3, the Reporting Persons currently contemplate financing the potential transaction described in Item 4 below through a combination of loan proceeds from a bank or other lending institution and available cash in the Company. The Reporting Persons have received preliminary indications of interest from nationally recognized lending institutions with respect to the financing for the proposed transaction. For information concerning the sources and amounts of funds or other consideration used by the Reporting Persons to acquire their existing shares of the Company's Class A Common Stock or Class B Common Stock see Amendment No. 11 to Schedule 13D filed with the SEC by Mr. Johnson on July 10, 2003, and also Amendment No. 2 to Schedule 13D filed with the SEC by Ms. Johnson-Leipold on July 10, 2003. ITEM 4. PURPOSE OF TRANSACTION. On February 20, 2004, the Reporting Persons delivered a letter to the Board of Directors of the Company (the "Letter") presenting a proposal whereby an entity to-be-created by the Reporting Persons ("Acquisition Co.") would acquire all of the outstanding shares of Class A Common Stock and Class B Common Stock of the Company not already owned by the Reporting Persons, members of their family, or entities controlled by the Reporting Persons or members of their families (the "Shares"). The Letter is attached as Exhibit 99.3 hereto. In the Letter, the Reporting Persons propose that, if an agreement is reached with respect to a potential transaction, the transaction would be structured as a merger under the laws of the State of Wisconsin whereby Acquisition Co. (or an affiliate thereof) would be merged with and into the Company, and holders of the Shares would receive cash for such shares. Upon the consummation of any such merger, the Letter contemplates that the Shares would be converted into the right to receive $18.00 per share in cash. In the event of the consummation of the transaction described above, the Company's Class A Common Stock would be delisted from The NASDAQ Stock Market, Inc. and its registration would be terminated pursuant to Section 12(g)(4) of the Act. The Letter is merely a statement of current intention and does not constitute a firm or binding offer. The Reporting Persons are prepared to leave the proposal open until March 22, 2004, but the Letter reserves the Reporting Persons' rights to amend or withdraw the proposal and to terminate further discussions at any time prior to the Reporting Persons' execution of definitive agreements. The foregoing description of the Letter does not purport to be complete and is qualified in its entirety by reference to the complete text of the Letter attached as Exhibit 99.3 hereto. In addition to the above-described proposed structure to effect a transaction, the Reporting Persons may consider various alternatives to accomplish the completion of the acquisition of the Shares, including, but not limited to, by means of a tender offer, recapitalization, amendments to the charter, or other actions permitted under applicable law. The Reporting Persons may consider various alternative courses of action, in addition to or as alternatives to the proposed transaction described above, with respect to the operations, control or ownership of the Company, including, without limitation, taking such action as is necessary to delist the Company from all national securities exchanges and terminate the obligation to file periodic statements in accordance with the Act. The Reporting Persons SCHEDULE 13D - ------------------------------------ ------------------------------ CUSIP NO. 479254 10 4 PAGE 6 OF 12 PAGES - ------------------------------------ ------------------------------ reserve the right to acquire additional shares of capital stock of the Company or to dispose of all or some of their shares of the Company common stock through privately negotiated and/or open market transactions or to pursue other types of strategic transactions involving the Company. IMPORTANT INFORMATION: NO SHAREHOLDER APPROVAL OF ANY MERGER INVOLVING THE COMPANY IS BEING SOUGHT. SHOULD THE COMPANY DECIDE TO ENTER INTO A MERGER AGREEMENT, EACH SHAREHOLDER OF THE COMPANY SHOULD READ THE PROXY STATEMENT IF AND WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER. ONCE A FILING IS MADE WITH RESPECT TO A PROPOSED TRANSACTION, SHAREHOLDERS OF THE COMPANY CAN OBTAIN THE PROXY STATEMENT AND OTHER DOCUMENTS THAT ARE FILED WITH THE SEC FOR FREE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV OR FROM THE COMPANY UPON REQUEST. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (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 and Aggregate Beneficial Percentage of Dispositive Power Dispositive Power Ownership Outstanding Shares - ---------------------------- --------------------- ---------------------- ------------------------- ----------------------- Mr. Johnson 2,477,323 (1)(2) 1,135,330 (1)(5) 3,612,652 (1)(2)(5)(7) 41.6% (1)(2)(4)(5)(7) - ---------------------------- --------------------- ---------------------- ------------------------- ----------------------- Ms. Johnson-Leipold 808,155 (1)(3) 1,329,308 (1)(5) 2,137,463 (1)(3)(5)(6) 22.9% (1)(3)(4)(5)(6) - ---------------------------- --------------------- ---------------------- ------------------------- ----------------------- (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 to acquire 12,695 shares of Class A Common Stock that are exercisable within 60 days. (3) Includes options to acquire 655,000 shares of Class A Common Stock, which options are exercisable within 60 days, and 3,643 shares of Class A Common Stock held in Ms. Johnson-Leipold's 401(k) plan as of November 1, 2003. (4) Based on 7,446,528 shares of Class A Common Stock and 1,222,297 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 January 31, 2004, as reported on the Johnson Outdoors Inc. Form 10-Q for the fiscal quarter ended January 2, 2004 filed with the Securities and Exchange Commission on February 17, 2004, and 655,000 and 12,695 options to purchase shares of Class A Common Stock held by Ms. Johnson-Leipold and Mr. Johnson, respectively, that are exerciseable within 60 days. (5) Mr. Johnson and Ms. Johnson-Leipold share voting and dispositive power over these shares with Imogene P. Johnson, S. Curtis Johnson, H. Fisk Johnson*, JWA Consolidated, Inc. and Johnson Trust Company. Certain information with respect to such persons is set forth below:
SCHEDULE 13D - ------------------------------------ ------------------------------ CUSIP NO. 479254 10 4 PAGE 7 OF 12 PAGES - ------------------------------------ ------------------------------
- ------------------------------------------ ------------------------------------ -------------------------------------- Name and Business Address Principal Occupation and Employment Name, Address and Principal Business - ------------------------------------------ ------------------------------------ -------------------------------------- Imogene P. Johnson None None 555 Main Street Racine, WI 53403 Citizenship: United States - ------------------------------------------ ------------------------------------ -------------------------------------- S. Curtis Johnson Chairman-Worldwide Johnson Diversey 555 Main Street Professional 1326 Willow Road Racine, WI 53403 Sturtevant, WI 53177 Citizenship: United States - ------------------------------------------ ------------------------------------ -------------------------------------- H. Fisk Johnson* Chairman S.C. Johnson & Son 555 Main Street Chairman of the Board 1525 Howe Street Racine, WI 53403 Racine, WI 53403-2236 Citizenship: United States - ------------------------------------------ ------------------------------------ -------------------------------------- JWA Consolidated, Inc. Not Applicable Holding company for purposes of 555 Main Street owning stock of the Company Racine, WI 53403 State of Organization: Delaware - ------------------------------------------ ------------------------------------ -------------------------------------- Johnson Trust Company Not Applicable Bank and Trust Company 555 Main Street Racine, WI 53403 State of Organization: Wisconsin - ------------------------------------------ ------------------------------------ -------------------------------------- *Solely with respect to Ms. Johnson-Leipold. (6) Excludes 808,155 shares beneficially owned solely by Ms. Johnson-Leipold as to which Mr. Johnson disclaims beneficial ownership. (7) Excludes 2,477,323 shares beneficially owned solely by Mr. Johnson as to which Ms. Johnson-Leipold disclaims beneficial ownership.
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. SCHEDULE 13D - ------------------------------------ ------------------------------ CUSIP NO. 479254 10 4 PAGE 8 OF 12 PAGES - ------------------------------------ ------------------------------ ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. See Item 4 to this Schedule 13D. The Johnson Outdoors Inc. Class B Common Stock Voting Trust (incorporated by reference to Amendment No. 4 to Schedule 13D filed with the SEC by Mr. Johnson on August 18, 1997, and also to the original Schedule 13D filed with the SEC by Ms. Johnson-Leipold on January 10, 1994). Option Agreement, dated as of July 8, 2003 (incorporated by reference to Amendment No. 11 to Schedule 13D filed with the SEC by Mr. Johnson on July 10, 2003, and also to Amendment No. 2 to Schedule 13D filed with the SEC by Ms. Johnson-Leipold on July 10, 2003). Promissory Note, dated as of July 8, 2003 (incorporated by reference to Amendment No. 11 to Schedule 13D filed with the SEC by Mr. Johnson on July 10, 2003, and also to Amendment No. 2 to Schedule 13D filed with the SEC by Ms. Johnson-Leipold on July 10, 2003). ITEM 7. MATERIALS TO BE FILED AS EXHIBITS. Exhibit No. Title ----------- ----- 99.1. Joint Filing Agreement. 99.2. Power of Attorney. 99.3. Letter to the Board of Directors of the Company, dated as of February 20, 2004, delivered by the Reporting Persons. Documents Incorporated by Reference ----------------------------------- The Johnson Outdoors Inc. Class B Common Stock Voting Trust (incorporated by reference to Amendment No. 4 to Schedule 13D filed with the SEC by Mr. Johnson on August 18, 1997, and also to the original Schedule 13D filed with the SEC by Ms. Johnson-Leipold on January 10, 1994). Option Agreement, dated as of July 8, 2003 (incorporated by reference to Amendment No. 11 to Schedule 13D filed with the SEC by Mr. Johnson on July 10, 2003, and also to Amendment No. 2 to Schedule 13D filed with the SEC by Ms. Johnson-Leipold on July 10, 2003). Promissory Note, dated as of July 8, 2003 (incorporated by reference to Amendment No. 11 to Schedule 13D filed with the SEC by Mr. Johnson on July 10, 2003, and also to Amendment No. 2 to Schedule 13D filed with the SEC by Ms. Johnson-Leipold on July 10, 2003). SCHEDULE 13D - ------------------------------------ ------------------------------ CUSIP NO. 479254 10 4 PAGE 9 OF 12 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: February 20, 2004 /s/ Samuel C. Johnson --------------------------- ----------------------------------- Samuel C. Johnson Dated: February 20, 2004 /s/ Helen P. Johnson-Leipold --------------------------- ----------------------------------- Helen P. Johnson-Leipold EX-99.1 3 r68096_13dfeb20x991.txt JOINT FILING AGREEMENT EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on this Schedule 13D, dated February 20, 2004, with respect to Class A Common Stock of Johnson Outdoors Inc., a Wisconsin corporation, is, and any amendments thereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k)(2) promulgated under the Securities Exchange Act of 1934, as amended. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or her contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other person, except to the extent that he or she knows or has reason to believe that such information is inaccurate. This Joint Filing Agreement may be executed in counterparts, each of which shall for all purposes be deemed to be an original, but all of which shall constitute one and the same instrument. IN WITNESS WHEREOF, the undersigned have each executed this Joint Filing Agreement as of this 20th day of February, 2004. /s/ Samuel C. Johnson -------------------------------- Samuel C. Johnson /s/ Helen P. Johnson-Leipold -------------------------------- Helen P. Johnson-Leipold EX-99.2 4 r68096_13dfeb20x992.txt POWER OF ATTORNEY EXHIBIT 99.2 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature appears below hereby constitutes and appoints Helen P. Johnson-Leipold his true and lawful attorney-in-fact, with full power of substitution, to sign any and all instruments, certificates and documents that may be necessary, desirable or appropriate to be executed on behalf of himself, pursuant to Sections 13 or 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any and all regulations promulgated thereunder, and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, and with any other entity when and if such is mandated by the Exchange Act or by the By-Laws of the National Association of Securities Dealers, Inc., granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing necessary, desirable or appropriate, fully to all intents and purposes as he might or could do in person, thereby ratifying and confirming all that said attorney-in-fact, or her substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, this Power of Attorney has been signed as of this 20th day of February, 2004. /s/ Samuel C. Johnson -------------------------------- Samuel C. Johnson EX-99.3 5 r68096_13dfeb20x993.txt LETTER TO BOARD OF DIRECTORS EXHIBIT 99.3 February 20, 2004 Board of Directors Johnson Outdoors Inc. 555 Main Street Racine, WI 53403 Gentlemen: We hereby present the following proposal whereby an entity to be formed by us ("Acquisition Co.") would acquire all of the outstanding shares of Class A and Class B common stock of Johnson Outdoors Inc. (the "Company") not already owned by us, members of our family, or entities controlled by us or our family members, for a price of $18.00 per share in cash. Our offer provides an 88.4% premium over the five (5)-year average closing price, a 66.5% premium over the three (3)-year average closing price, a 43.2% premium over the two (2)-year average closing price and a 38.0% premium over the one (1)-year average closing price. When compared to yesterday's closing price, which approached an eighty-three week high and adjusting for excess working capital generated by the sale of Jack Wolfskin, our offer provides a premium of 8.6% over the fundamental equity value of the Company. Furthermore, when compared to the closing price thirty (30) days prior to today and adjusting for excess working capital, our offer provides a premium of 18.2% over the fundamental equity value of the Company. This proposal seeks to return the Company to its roots as a private company owned by members of the Johnson family, at a price that is fair to the public stockholders. By returning to private ownership, the Company would be relieved of the burdens associated with being a public company. We would propose that a transaction be structured as a merger under the laws of the state of Wisconsin whereby Acquisition Co. (or an affiliate thereof) would be merged with and into the Company, and holders of the Company's public shares would receive cash for such shares. To facilitate this transaction, we have engaged investment bankers and have received indications of interest from nationally recognized lending institutions with respect to the financing for the proposed transaction. Together with amounts available from the Company's existing funds, we believe that such financing will be sufficient to meet the needs of this transaction and to operate the business going forward, subject of course, to satisfactory completion of due diligence. Given our involvement with the Company, we would anticipate that the Board of Directors would establish an independent special committee to evaluate our proposal and engage separate advisors. In this regard, please note that we do not have any interest in selling our shares in the Company and therefore will not support an alternative transaction. We are prepared to move forward promptly to consummate the proposed transaction and reach a definitive merger agreement that would contain customary terms and conditions for transactions of this type including, without limitation: o Approval of the transaction by the special committee. o Receipt by the special committee of a "fairness opinion" from its financial advisors. o Recommendation by the Board that the stockholders of the Company approve the transaction. o Approval of the transaction by the Company's stockholders with the requisite votes under applicable Wisconsin law at a special meeting of stockholders held for such purpose. Should a transaction be consummated, we presently intend to continue the business of the Company as currently conducted, and do not anticipate seeking any changes in the Company's current operations as a result of the transaction. Our advisors are available to meet with the Board or the special committee to discuss this proposal at your earliest convenience. This letter is merely a statement of current intention and does not constitute a firm or binding offer. We are prepared to leave our proposal open until March 22, 2004, but reserve the right to amend or withdraw this proposal and to terminate further discussions at any time prior to our execution of definitive agreements. Please let us know at your earliest convenience how you wish to proceed. Very truly yours, /s/ Samuel C. Johnson /s/ Helen P. Johnson-Leipold - ------------------------------- ---------------------------------- Samuel C. Johnson Helen P. Johnson-Leipold -----END PRIVACY-ENHANCED MESSAGE-----