-----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, I3Shmj6kntxlKTWJBocw0vFh865iPEw9W9LScSMQbkbUJzlxeC/uOFnilJLQCiuQ 9iCdRKZajwvUgM+GdcTCKQ== 0000897069-03-000735.txt : 20030710 0000897069-03-000735.hdr.sgml : 20030710 20030710165910 ACCESSION NUMBER: 0000897069-03-000735 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20030710 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39084 FILM NUMBER: 03782354 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/A BUSINESS ADDRESS: STREET 1: J/K MANAGEMENT SERVICES INC STREET 2: 4041 NORTH MAIN ST CITY: RACINE STATE: WI ZIP: 53403 BUSINESS PHONE: 4146312503 MAIL ADDRESS: STREET 1: J/K MANAGEMENT SERVICES INC STREET 2: 4041 NORTH MAIN ST CITY: RACINE STATE: WI ZIP: 53403 SC 13D/A 1 irm391.txt SCHEDULE 13D AMENDMENT NO. 11 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 11)* 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) July 8, 2003 ------------ (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 ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-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). CUSIP No. 479254 10 4 Page 2 of 7 Pages ========== ===================================================================== 1 NAME OF REPORTING PERSON Samuel C. Johnson - ---------- --------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - ---------- --------------------------------------------------------------------- 3 SEC USE ONLY - ---------- --------------------------------------------------------------------- 4 SOURCE OF FUNDS Not Applicable - ---------- --------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] Not Applicable - ---------- --------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - --------------- --- ------------------------------------------------------------ NUMBER OF 7 SOLE VOTING POWER SHARES 2,473,239 (1)(2) --- ------------------------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 1,135,330 (1) --- ------------------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING 2,473,239 (1)(2) --- ------------------------------------------------------------ PERSON 10 SHARED DISPOSITIVE POWER WITH 1,135,330 (1) - ----------- -------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,608,569 (1)(2) - ----------- -------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] Not Applicable - ----------- -------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 43.6% - ----------- -------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN ================================================================================ *SEE INSTRUCTIONS BEFORE FILLING OUT. (1) Takes into account 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) Includes options to acquire shares of Class A Common Stock that are exercisable within 60 days. Item 1. Security and Issuer. ------------------- Class A Common Stock, par value $.05 per share Johnson Outdoors Inc. 555 Main Street Racine, Wisconsin 53403 Item 2. Identity and Background. ----------------------- This statement is being filed by Samuel C. Johnson. Certain information regarding the foregoing person is set forth below. (a)-(b) Name and Business Address ------------------------- Samuel C. Johnson 555 Main Street Racine, Wisconsin 53403 (c) Principal Occupation and Employment ----------------------------------- Retired. (d)-(e) During the last five years, the reporting person has not 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) Citizenship ----------- United States Item 3. Source and Amount of Funds or Other Consideration. ------------------------------------------------- Not applicable. Item 4. Purpose of Transaction. ---------------------- The reporting person has no plans or proposals which relate to or would result in: (a) The acquisition by any person of additional securities of the company, or the disposition of securities of the company; (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the company or any of its subsidiaries; Page 3 of 7 (c) A sale or transfer of a material amount of assets of the company or any of its subsidiaries; (d) Any change in the present board of directors or management of the company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) Any material change in the present capitalization or dividend policy of the company; (f) Any other material change in the company's business or corporate structure; (g) Changes in the company's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the company by any other person; (h) Causing a class of securities of the company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) A class of equity securities of the company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) Any action similar to any of those enumerated above. 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 person is set forth below:
Percentage of Outstanding Shares Reporting Sole Voting and Shared Voting and Aggregate of Class A Person Dispositive Power Dispositive Power Beneficial Ownership Common Stock ------ ----------------- ----------------- -------------------- ------------ Samuel C. Johnson 2,473,239 (1)(2) 1,135,330 (1) 3,608,569 (1)(2) 43.6% (1)(2)(3)
_______________ (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 8,611 shares of Class A Common Stock that are exercisable within 60 days. (3) Based on 7,211,649 shares of Class A Common Stock outstanding on July 7, 2003 and 1,062,330 shares of Class B Common Stock beneficially owned by the reporting person. Page 4 of 7 Mr. Johnson may be deemed to share voting and dispositive power with respect to certain shares with Imogene P. Johnson, Helen P. Johnson-Leipold, S. Curtis Johnson, JWA Consolidated, Inc. and Johnson Trust Company. Certain information with respect to such persons is set forth below:
Name and Principal Occupation Name, Address Business Address and Employment and Principal Business ---------------- -------------- ---------------------- Johnson Trust Company Not Applicable Bank and Trust Company 555 Main Street Racine, WI 53403 State of Organization: Wisconsin Imogene P. Johnson None None 555 Main Street Racine, WI 53403 Citizenship: United States Helen P. Johnson-Leipold Chairman and Johnson Outdoors Inc. 555 Main Street Chief Executive Officer 555 Main Street Racine, WI 53403 Racine, WI 53403 Citizenship: United States Manufacturer and marketer of recreational products. JWA Consolidated, Inc. Not Applicable Holding company for purposes of owning 555 Main Street stock of Company. Racine, WI 53403 State of Organization: Delaware S. Curtis Johnson Chairman-Worldwide Johnson Diversey 555 Main Street Professional 1326 Willow Road Racine, WI 53403 Sturtevant, WI 53177 Citizenship: United States
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) On July 8, 2003, for aggregate consideration of $2,238,963, the Samuel C. Johnson 1988 Trust Number 1 dated September 14, 1988, as amended and restated (the "Trust"), granted to each of Helen P. Johnson-Leipold, S. Curtis Johnson, H. Fisk Johnson and Winifred J. Marquart an option to purchase shares of Johnson Outdoors Inc.'s (the Page 5 of 7 "Company") Class A Common Stock, par value $.05 per share (the "Class A Common Stock"), from the Trust for an exercise price of $13.40 per share (the "Option Agreement"). No other transactions have been effected during the past 60 days. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. --------------------------- See Item 6 in Amendment No. 4 to Schedule 13D filed on August 18, 1997. Pursuant to the Option Agreement, Helen P. Johnson-Leipold was granted an option with an exercise price of $13.04 to purchase 485,000 shares of the Company's Class A Common Stock; and each of S. Curtis Johnson, H. Fisk Johnson and Winifred J. Marquart was granted an option with an exercise price of $13.04 to purchase 161,667 shares of the Company's Class A Common Stock. Each option is exercisable as of July 8, 2003 and expires on January 7, 2005. Mr. Johnson is the sole trustee of the Trust. The Option Agreement is attached as an exhibit to this Amendment No. 11 to the Schedule 13D and is incorporated by reference into this Schedule 13D. Item 7. Material to be Filed as Exhibits. -------------------------------- (a) Johnson Outdoors Inc. Class B Common Stock Voting Trust (Filed with Amendment No. 4 to Schedule 13D filed on August 18, 1997) (b) Option Agreement, dated July 8, 2003, by and among the Samuel C. Johnson 1988 Trust Number 1 dated September 14, 1988, as amended and restated, Helen P. Johnson-Leipold, S. Curtis Johnson, H. Fisk Johnson and Winifred J. Marquart. (c) Power of Attorney Page 6 of 7 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. Date: July 9, 2003 Samuel C. Johnson /s/ Linda L. Sturino ------------------------------------- By Linda L. Sturino, attorney-in-fact and /s/ Jane M. Hutterly ------------------------------------- By Jane M. Hutterly, attorney-in-fact Page 7 of 7 EX-99.(B) 3 irm391a.txt OPTION AGREEMENT OPTION AGREEMENT For good and valuable consideration, receipt of which is hereby acknowledged, I, as trustee of the Samuel C. Johnson 1988 Trust Number 1 dated September 14, 1988, as amended and restated (the "trust"), grant to each of my children, S. Curtis Johnson ("Curt"), Helen Johnson-Leipold ("Helen"), H. Fisk Johnson ("Fisk") and Winifred J. Marquart ("Win") and their respective successors and assigns, an option (the "option") to purchase certain assets from the trust (or from its successor or successors in interest) in the amounts and upon the terms and conditions set forth below: 1. The option shall cover Nine Hundred Seventy Thousand and One (970,001) shares of Class A common stock of Johnson Outdoors, Inc., a Wisconsin corporation, or of any successor to its business (the "option assets") owned by the trust (or by its successor or successors in interest) at the date the option may first be exercised, 2. The option may first be exercised upon the date of the execution of this Agreement, and may be exercised thereafter at any time during the period indicated in the "Term" column in paragraph 3, below, terminating at 11:59 p.m. Central Time on the final day as indicated in such Term column, that date being January 7, 2005 (the "option period"). The option shall consist of the right to purchase an option asset at any time during the option period, subject to the conditions described below. 3. The option assets described above may be acquired by my said children as provided in the following schedule: No. of Class A Shares Child Option Asset Strike Price Term Consideration ----- ------------ ------------ ---- ------------- Helen 485,000 $13.04 548 days $1,119,480 Curt 161,667 $13.04 548 days $ 373,161 Fisk 161,667 $13.04 548 days $ 373,161 Win 161,667 $13.04 548 days $ 373,161 ------- ---------- TOTAL 970,001 $2,238,963 Accordingly, each child may exercise his or her option with respect to the number of shares shown opposite his or her name. A child of mine may assign his or her right to exercise the option granted hereunder, in whole or in part, to: (i) any other of my descendants, (ii) a trust for the benefit of any one or more of my descendants; -1- and (iii) a corporation or partnership, a majority of the value of which is owned (directly or indirectly through ownership in one or more corporations or partnerships) by any one or more of my descendants or by a trust for the benefit of any one or more of my descendants. Any exercise of an option hereunder must be for all the shares the optionee or assignee of an optionee is then entitled to purchase. The guardian or personal representative of a descendant of mine shall be eligible to exercise the option otherwise exercisable by a descendant of mine without a formal assignment. Written notice of an assignment allowed hereunder shall be lodged with the trust records. 4. The price per share to be paid for an asset acquired by exercise of an option granted under paragraph 2 above shall be at the dollar price indicated for each option holder in the "Strike Price" column opposite his or her name in paragraph 3, above. 5. The purchase price for an asset purchased pursuant to the option granted hereunder shall, at the option of the purchaser, be paid in cash at the closing, in-kind with shares of Class A common stock of Johnson Outdoors, Inc. (or any successor to its business), by an installment note of the purchaser payable in not more than fifteen annual installments (which, at the option of the purchaser, may be repaid as to principal, interest or both in cash, in-kind as described above or any combination of the two) or by a combination of the foregoing. Any installment note issued pursuant to the provisions of this paragraph 5 shall bear interest at the "applicable federal rate" compounded annually for such note determined under Internal Revenue Code Section 1274(d) or any successor provision ("applicable federal rate"), and shall be secured by the asset purchased or otherwise in an amount acceptable to the seller. Accrued interest on such note shall be payable annually. 6. This option shall be binding on the trustee and upon each successor trustee. It is my intention that if, upon my death during the option period, assets described in paragraph 1 are allocated to one or more trusts for the benefit of my said wife, the option granted herein shall apply to option assets then held in such one or more trusts for the benefit of my said wife for an option acquired hereunder. Each child's consideration for an option acquired hereunder shall, at the option of the child, be paid in cash, in-kind with shares of Class A common stock of Johnson Outdoors, Inc. (or any successor to its business), by an installment note (which may be repaid, at the option of the child, in cash, in-kind as described above or any combination of the two), or by a combination of the foregoing, by each child within ten business days from the date of the execution of this Agreement. Any installment note issued pursuant to the provision of this paragraph 6 shall be for a term not to exceed eighteen months from the date of the execution of this Agreement and shall bear interest at the applicable federal rate compounded annually. Such interest shall not be payable until the due date of said note. -2- 7. This Agreement shall supercede all other option agreements entered into by the parties hereto prior to the date of the execution of this Agreement regarding the purchase of shares of Class A common stock of Johnson Outdoors, Inc. (or any successor to its business), including, without limitation, the two separate Option Agreements dated December 26, 1995 and June 27, 2003, respectively, between and among the parties hereto, but only to the extent that such agreement or agreements pertain to the option assets. This Agreement shall not supercede the other Option Agreements dated as of the date hereof related to the purchase of shares of Class A common stock of Johnson Outdoors, Inc. (or any successor to its business). 9. This option agreement may be executed in one or more counterparts, which shall together constitute the entire agreement. DATE: July 8, 2003 SAMUEL C. JOHNSON 1988 TRUST #1 ------------- By: /s/ Samuel C. Johnson ----------------------------------------- As its trustee DATE: July 8, 2003 /s/ S. Curtis Johnson ------------- -------------------------------------------- S. Curtis Johnson DATE: July 8, 2003 /s/ Helen Johnson-Leipold ------------- -------------------------------------------- Helen Johnson-Leipold DATE: July 8, 2003 /s/ H. Fisk Johnson ------------- -------------------------------------------- H. Fisk Johnson DATE: July 8, 2003 /s/ Winifred J. Marquart ------------- -------------------------------------------- Winifred J. Marquart -3- EX-99.(C) 4 irm391c.txt POWER OF ATTORNEY WISCONSIN STATUTORY POWER OF ATTORNEY NOTICE: THIS IS AN IMPORTANT DOCUMENT. BEFORE SIGNING THIS DOCUMENT, YOU SHOULD KNOW THESE IMPORTANT FACTS. BY SIGNING THIS DOCUMENT, YOU ARE NOT GIVING UP ANY POWERS OR RIGHTS TO CONTROL YOUR FINANCES AND PROPERTY YOURSELF. IN ADDITION TO YOUR OWN POWERS AND RIGHTS, YOU ARE GIVING ANOTHER PERSON, YOUR AGENT, BROAD POWERS TO HANDLE YOUR FINANCES AND PROPERTY. THIS BASIC POWER OF ATTORNEY FOR FINANCES AND PROPERTY MAY GIVE THE PERSON WHOM YOU DESIGNATE (YOUR "AGENT") BROAD POWERS TO HANDLE YOUR FINANCES AND PROPERTY, WHICH MAY INCLUDE POWERS TO ENCUMBER, SELL OR OTHERWISE DISPOSE OF ANY REAL OR PERSONAL PROPERTY WITHOUT ADVANCE NOTICE TO YOU OR APPROVAL BY YOU. THE POWERS WILL EXIST AFTER YOU BECOME DISABLED, OR INCAPACITATED, IF YOU CHOOSE THAT PROVISION. THIS DOCUMENT DOES NOT AUTHORIZE ANYONE TO MAKE MEDICAL OR OTHER HEALTH CARE DECISIONS FOR YOU. IF YOU OWN COMPLEX OR SPECIAL ASSETS SUCH AS A BUSINESS, OR IF THERE IS ANYTHING ABOUT THIS FORM THAT YOU DO NOT UNDERSTAND, YOU SHOULD ASK A LAWYER TO EXPLAIN THIS FORM TO YOU BEFORE YOU SIGN IT. IF YOU WISH TO CHANGE YOUR BASIC POWER OF ATTORNEY FOR FINANCES AND PROPERTY, YOU MUST COMPLETE A NEW DOCUMENT AND REVOKE THIS ONE. YOU MAY REVOKE THIS DOCUMENT AT ANY TIME BY DESTROYING IT, BY DIRECTING ANOTHER PERSON TO DESTROY IT IN YOUR PRESENCE OR BY SIGNING A WRITTEN AND DATED STATEMENT EXPRESSING YOUR INTENT TO REVOKE THIS DOCUMENT. IF YOU REVOKE THIS DOCUMENT, YOU SHOULD NOTIFY YOUR AGENT AND ANY OTHER PERSON TO WHOM YOU HAVE GIVEN A COPY OF THE FORM. YOU ALSO SHOULD NOTIFY ALL PARTIES HAVING CUSTODY OF YOUR ASSETS. THESE PARTIES HAVE NO RESPONSIBILITY TO YOU UNLESS YOU ACTUALLY NOTIFY THEM OF THE REVOCATION. IF YOUR AGENT IS YOUR SPOUSE AND YOUR MARRIAGE IS ANNULLED, OR YOU ARE DIVORCED AFTER SIGNING THIS DOCUMENT, THIS DOCUMENT IS INVALID. SINCE SOME THIRD PARTIES OR SOME TRANSACTIONS MAY NOT PERMIT USE OF THIS DOCUMENT, IT IS ADVISABLE TO CHECK IN ADVANCE, IF POSSIBLE, FOR ANY SPECIAL REQUIREMENTS THAT MAY BE IMPOSED. YOU SHOULD SIGN THIS FORM ONLY IF THE AGENT YOU NAME IS RELIABLE, TRUSTWORTHY AND COMPETENT TO MANAGE YOUR AFFAIRS. I, SAMUEL C. JOHNSON, of the Village of Wind Point, Racine County, Wisconsin, appoint my wife, IMOGENE P. JOHNSON, of the Village of Wind Point, Racine County, Wisconsin, JANE M. HUTTERLY, of Racine, Wisconsin, and LINDA L. STURINO, of Racine, Wisconsin, as my agents (my "co-agents"), all of whom are collectively referred to herein as my "agent," to act for me in any lawful way with respect to the powers initialed below. If more than one agent is named to act hereunder, such co-agents shall act by majority. If any of the named co-agents shall die, become incompetent, resign, or refuse to accept the office of agent, or is otherwise unable or unwilling to act, then the remaining co-agents or co-agent shall act. During any period in which more than one agent is acting hereunder, the following provisions shall be applicable where the context admits: (a) any agent may delegate any part or all of the rights, powers, duties, discretions and immunities granted to or imposed upon such agent by this instrument to any other agent, with the consent of the latter; (b) no agent shall be liable or responsible for any act or failure to act of the other agent in which the former has not concurred; (c) the co-agents may execute any instrument or document in connection with the purposes of this instrument by signing one document or instrument or concurrent documents or instruments; and (d) the affidavit of any agent shall be conclusive evidence insofar as third parties are concerned that any act of such agent has been duly authorized. TO GRANT ONE OR MORE OF THE FOLLOWING POWERS, INITIAL THE LINE IN FRONT OF EACH POWER YOU ARE GRANTING. TO WITHHOLD A POWER, DO NOT INITIAL THE LINE IN FRONT OF IT. YOU MAY, BUT NEED NOT, CROSS OUT EACH POWER WITHHELD. . . . GENERAL AUTHORITY Initials /s/ SCJ - --------- 12. GENERAL: My agent may do any act or thing that I could do in my own proper person if personally present, including managing or selling tangible assets, disclaiming a probate or nonprobate inheritance and providing support for a minor child or dependent adult. The specifically enumerated powers of the basic power of attorney for finances and property are not a limitation of this intended broad general power except that my agent may not take any action prohibited by law and my agent under this document may not: a. Make medical or health care decisions for me. b. Make, modify or revoke a will for me. c. Other than a burial trust agreement under section 445.125, Wisconsin Statutes, enter into a trust agreement on my behalf or amend or revoke a trust agreement, entered into by me. d. Change any beneficiary designation of any life insurance policy, qualified retirement plan, individual retirement account or payable on death account or the like whether directly or by canceling and replacing the policy or rollover to another plan or account. e. Forgive debts owed to me or disclaim or waive benefits payable to me, except a probate or nonprobate inheritance. f. Appoint a substitute or successor agent for me. g. Make gifts. 2 . . . I agree that any third party who receives a copy of this document may act under it. Revocation of this basic power of attorney is not effective as to a third party until the third party learns of the revocation. I agree to reimburse the third party for any loss resulting from claims that arise against the third party because of reliance on this power of attorney. Signed this 22 day of April, 2003. /s/ Samuel C. Johnson ---------------------------------------------- Name [Social Security Number] ---------------------------------------------- Social Security Number By signing as a witness, I am acknowledging the signature of the principal who signed in my presence and the presence of the other witness, and the fact that the principal has stated that this power of attorney reflects the principals wishes and is being executed voluntarily. I believe the principal to be of sound mind and capable of creating this power of attorney. I am not related to the principal by blood or marriage, or adoption, and, to the best of my knowledge, I am not entitled to any portion of the principal's estate under the principal's will. Witness: /s/ Jane M. Hutterly ------------------------------ Dated: April 22, 2003 ------------------------------ By: ------------------------------ Print Name: Jane M. Hutterly ------------------------------ Address: [Address] ------------------------------ Witness: /s/ Linda L. Sturino ------------------------------ Dated: April 22, 2003 ------------------------------ By: ------------------------------ Print Name: Linda L. Sturino ------------------------------ Address: [Address] ------------------------------ 3 State of Wisconsin ) County of Racine ) This document was acknowledged before me on April 22, 2003 by SAMUEL C. JOHNSON. /s/ Margaret S. Wilson ---------------------------------------------- (Signature of Notarial Officer) (Seal, if any) (Title) My commission is permanent or expires: 2/18/07 -------- BY ACCEPTING OR ACTING UNDER THE APPOINTMENT, EACH AGENT ASSUMES THE FIDUCIARY AND OTHER LEGAL RESPONSIBILITIES OF AN AGENT. IMOGENE P. JOHNSON ------------------------------------------ Agent /s/ Imogene P. Johnson ------------------------------------------ (Signature of Agent) JANE M. HUTTERLY ------------------------------------------ Agent /s/ Jane M. Hutterly ------------------------------------------ (Signature of Agent) LINDA L. STURINO ------------------------------------------ Agent /s/ Linda L. Sturino ------------------------------------------ (Signature of Agent) 4 -----END PRIVACY-ENHANCED MESSAGE-----