-----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, KAL91TmWR7CJsb8D59MH54FOIwDpxJKwczMoXrgGVpf19lPT5fqBzaGVQ/bgpBZ0 clrzhdGJo9eKUI4yGNkvag== 0000897069-97-000224.txt : 19970515 0000897069-97-000224.hdr.sgml : 19970515 ACCESSION NUMBER: 0000897069-97-000224 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970514 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: JOHNSON WORLDWIDE ASSOCIATES 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: 97604547 BUSINESS ADDRESS: STREET 1: 1326 WILLOW RD CITY: STURTEVANT STATE: WI ZIP: 53177 BUSINESS PHONE: 4148841500 MAIL ADDRESS: STREET 1: 1326 WILLOW RD STREET 2: STE400 CITY: STURTEVANT STATE: WI ZIP: 53177 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: JOHNSON SAMUEL C CENTRAL INDEX KEY: 0000917511 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: WI FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: J/K MANAGEMENT SERVICES INC STREET 2: 4041 NORTH MAIN STREET CITY: RACINE STATE: WI ZIP: 53202 BUSINESS PHONE: 4146312503 MAIL ADDRESS: STREET 1: J/K MANAGEMENT SERVICES INC STREET 2: 4041 NORTH MAIN ST CITY: RACINE STATE: WI ZIP: 53402 SC 13D/A 1 OMB APPROVAL OMB Number 3235-0145 Expires: October 31, 1994 Estimated average burden hours per form . . 14.90 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* JOHNSON WORLDWIDE ASSOCIATES, INC. (Name of Issuer) Class A Common Stock, $.05 par value (Title of Class of Securities) 479254 10 4 (CUSIP Number) John M. Schroeder, 4041 North Main Street, Racine, Wisconsin 53402 - (414) 631-2503 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 29, 1997 (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [_]. Check the following box if a fee is being paid with the statement [_]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE 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* PF 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 7 SOLE VOTING POWER NUMBER OF 1,708,136(1) SHARES 8 SHARED VOTING POWER BENEFICIALLY 1,127,000(1) OWNED BY 9 SOLE DISPOSITIVE POWER EACH 1,708,136(1) REPORTING PERSON 10 SHARED DISPOSITIVE POWER WITH 1,127,000 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,835,136(1) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] Not Applicable 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 35.6% 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 into Class A Common Stock on a one share-for-one share basis. Item 1. Security and Issuer Class A Common Stock, $.05 par value Johnson Worldwide Associates, Inc. 1326 Willow Road Sturtevant, Wisconsin 53177 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 1525 Howe Street Racine, Wisconsin 53403 (c) Principal Occupation and Employment Chairman of S.C. Johnson & Son, Inc. Principal Business/Name, Address and Principal Business of Employer S. C. Johnson & Son, Inc. 1525 Howe Street Racine, Wisconsin 53403 Manufacturer of household maintenance and industrial products. (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 violation 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. Samuel C. Johnson acquired 178,900 shares of Class A Common Stock with approximately $2,168,537 of his personal funds. Item 4. Purpose of Transaction. The reported shares were acquired for investment purposes. 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; (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 Sole Shared Shares of Voting and Voting and Aggregate Class A Reporting Dispositive Dispositive Beneficial Common Person Power Power Ownership Stock Samuel C. Johnson 1,708,136(1) 1,127,000(1) 2,835,136(1) 35.6%(1)(2) _______________ (1) Includes shares of Class B Common Stock which are convertible at any time on a one-for-one basis into shares of Class A Common Stock. (2) Based upon 6,901,801 shares of Class A Common Stock outstanding on December 31, 1996. Mr. Johnson shares voting and dispositive power with respect to certain shares with Imogene P. Johnson, Helen P. Johnson-Leipold, JWA Consolidated, Inc. and Johnson Heritage Trust Company. Certain information with respect to such persons is set forth below. Principal Name and Business Occupation Name, Address and Address and Employment Principal Business Johnson Heritage Trust Not Applicable Bank and Trust Company Company 4041 N. Main Street Racine, WI 53402 State of Organization: Wisconsin Imogene P. Johnson None None 4041 N. Main Street Racine, WI 53402 Citizenship: United States Helen P. Johnson-Leipold Executive Vice- Johnson Worldwide 1326 Willow Road President-North Associates, Sturtevant, WI 53177 American Businesses Inc. of Johnson 1326 Willow Road Citizenship: United States Worldwide Sturtevant, WI Associates, Inc. 53177 Global outdoor recreation products company JWA Consolidated, Inc. Not Applicable Holding company for 4041 N. Main Street purposes of owning Racine, WI 53402 stock of Company State of Organization: Delaware 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 violation of, or prohibiting or mandating activities subject to federal or state securities laws or finding any violation with respect to such laws. (c) On April 25, 1997, Samuel C. Johnson purchased 5,000 shares of Class A Common Stock at $12 per share in the open market. On April 29, 1997, Samuel C. Johnson purchased 173,900 shares of Class A Common Stock at $12-1/8 in the open market. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. Certain trusts of which Mr. Johnson serves as sole trustee deposited a total of 160,136 shares of Class B Common Stock, $.05 par value ("Class B Common Stock"), of Johnson Worldwide Associates, Inc. ("Company") into the Johnson Worldwide Associates, Inc. Class B Common Stock Voting Trust ("Voting Trust") in exchange for an equal number of Voting Trust units. The Voting Trust holds a total of 1,029,000 shares of Class B Common Stock for the benefit of Mr. Johnson and certain members of his family (the "Johnson Family"). Voting Trust unit holders representing 75% of the outstanding units have certain rights to direct exchanges or conversions of the Class B Common Stock to Class A Common Stock and to direct the vote of the Class B Common Stock in the event of certain extraordinary transactions. The creation of the Voting Trust is intended to further protect and promote the mutual interests of the Johnson Family and to provide the framework for continuity of management of the Company. Item 7. Material to be Filed as Exhibits. Exhibit 9: Johnson Worldwide Associates, Inc. Class B Common Stock Voting Trust 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 May 7, 1997 /s/ Samuel C. Johnson Signature Samuel C. Johnson Name/Title EXHIBIT INDEX Exhibit 9. Johnson Worldwide Associates, Inc. Class B Common Stock Voting Trust* ______________ * Previously filed. -----END PRIVACY-ENHANCED MESSAGE-----