-----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, Uasakc06VPsA/vxrRy38ObvD+ThTepmlaecouObeuKOTFcXbQBisjJV3J2cLtBX/ QSWNwc9YDg7e/nyd+deyxg== 0000914760-04-000046.txt : 20040323 0000914760-04-000046.hdr.sgml : 20040323 20040323150945 ACCESSION NUMBER: 0000914760-04-000046 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040323 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: 04684897 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: JWA CONSOLIDATED INC CENTRAL INDEX KEY: 0000917518 STATE OF INCORPORATION: WI FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: J/K MANAGEMENT SERVICES INC STREET 2: 555 MAIN ST #500 CITY: RACINE STATE: WI ZIP: 53403 BUSINESS PHONE: 2622604046 MAIL ADDRESS: STREET 1: J/K MANAGEMENT SERVICES STREET 2: 555 MIN ST #500 CITY: RACINE STATE: WI ZIP: 53403 SC 13D/A 1 j68096_13da2jwa.txt AMENDMENT NO. 2 - JWA CONSOLIDATED, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* 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) March 23, 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 6 PAGES - ------------------------------ ------------------------------ - ---------- --------------------------------------------------------------------- NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) JWA Consolidated, Inc. 39-1565071 - ---------- --------------------------------------------------------------------- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] 2 (b) [ ] - ---------- --------------------------------------------------------------------- 3 SEC USE ONLY - ---------- --------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) Not applicable - ---------- --------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ---------- --------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ---------- --------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER 114,464 shares OF -------- ------------------------------------------ SHARES 8 SHARED VOTING POWER BENEFICIALLY 1,037,330 shares (1) OWNED -------- ------------------------------------------ BY 9 SOLE DISPOSITIVE POWER EACH 114,464 shares REPORTING -------- ------------------------------------------ PERSON 10 SHARED DISPOSITIVE POWER WITH 1,037,330 shares (1) - ---------------------------- -------- ------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,151,794 shares (1) - ---------- --------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |_| - ---------- --------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.3% of the Class A Common Stock (1)(2) - ---------- --------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) IN - ---------- --------------------------------------------------------------------- (1) Includes 1,037,330 shares of Class B Common Stock beneficially owned by the Reporting Person which are convertible at any time into Class A Common Stock on a one share-for-one share basis. (2) Based on 7,446,528 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. SCHEDULE 13D - ------------------------------ ------------------------------ CUSIP NO. 479254 10 4 PAGE 3 OF 6 PAGES - ------------------------------ ------------------------------ THIS SCHEDULE 13D is filed by JWA Consolidated, Inc. (the "Reporting Person"). This filing shall serve to amend the Reporting Person's Schedule 13D most recently amended by Amendment No. 1 filed with the Securities and Exchange Commission on January 13, 1994. 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) JWA Consolidated, Inc. 555 Main Street Racine, Wisconsin 53403 (c) Not applicable. (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) State of Organization: Delaware. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Not applicable. ITEM 4. PURPOSE OF TRANSACTION. On February 20, 2004, the Company issued a press release to announce that Samuel C. Johnson and Helen P. Johnson-Leipold had submitted a non-binding proposal to acquire the outstanding shares of the Company not already owned by them or any member of their family or entities controlled by them. On March 19, 2004, the Company issued a press release to announce that Samuel C. Johnson and Helen P. Johnson-Leipold extended their non-binding proposal for an additional sixty days. The Reporting Person is a member of Mr. Johnson's and Ms. Johnson-Leipold's extended family. At this time, the Reporting Person is considering its alternatives with respect to the non-binding proposal and how such alternatives may affect its stockholdings in the Company. These alternatives may include one or more of the actions enumerated in paragraphs (a) through (j) of Item 4 of Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. SCHEDULE 13D - ------------------------------ ------------------------------ CUSIP NO. 479254 10 4 PAGE 4 OF 6 PAGES - ------------------------------ ------------------------------ (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 - ---------------------------- --------------------- ---------------------- ------------------------- ----------------------- JWA Consolidated, Inc. 114,464 1,037,330 (1) 1,151,794 (1) 13.3% (1)(2) - ---------------------------- --------------------- ---------------------- ------------------------- ----------------------- (1) Includes 1,037,330 shares of Class B Common Stock beneficially owned by the Reporting Person which are convertible at any time into Class A Common Stock on a one share-for-one share basis. (2) Based on 7,446,528 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 the Company outstanding as of January 31, 2004, as reported on the Company's Form 10-Q for the fiscal quarter ended January 2, 2004 filed with the Securities and Exchange Commission on February 17, 2004.
The Reporting Person shares voting and dispositive power with respect to certain shares with Samuel C. Johnson, Imogene P. Johnson and Helen P. Johnson-Leipold. Certain information with respect to such persons is set forth below: - ------------------------------------------ ------------------------------------ -------------------------------------- Name and Business Address Principal Occupation and Employment Name, Address and Principal Business - ------------------------------------------ ------------------------------------ -------------------------------------- Samuel C. Johnson Retired None 555 Main Street Racine, WI 53403 Citizenship: United States - ------------------------------------------ ------------------------------------ -------------------------------------- Helen P. Johnson-Leipold Chairman and Chief Executive Johnson Outdoors Inc. 555 Main Street Officer of the Company Racine, WI 53403 Citizenship: United States - ------------------------------------------ ------------------------------------ -------------------------------------- Imogene P. Johnson None None 555 Main Street Racine, WI 53403 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)-(e). Not Applicable. SCHEDULE 13D - ------------------------------ ------------------------------ CUSIP NO. 479254 10 4 PAGE 5 OF 6 PAGES - ------------------------------ ------------------------------ ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. See Item 4 to Amendment No. 1 to Schedule 13D filed with Securities and Exchange Commission by the Reporting Person on January 13, 1994. ITEM 7. MATERIALS TO BE FILED AS EXHIBITS. Exhibit 99.1 Letter to the Board of Directors of the Company, dated as of February 20, 2004, delivered by Samuel C. Johnson and Helen Johnson-Leipold (incorporated by reference to Exhibit 99.2 of the Company's Form 8-K filed with the Securities and Exchange Commission on February 20, 2004). Exhibit 99.2 Extension Letter to the Board of Directors of the Company, dated as of March 19, 2004, delivered by Samuel C. Johnson and Helen Johnson-Leipold (incorporated by reference to Exhibit 99.4 of Amendment No. 1 to the Schedule 13D filed by Samuel C. Johnson and Helen Johnson-Leipold on March 19, 2004). Exhibit 99.3 The Johnson Outdoors Inc. Class B Common Stock Voting Trust Agreement (incorporated by reference to Amendment No. 1 to Schedule 13D filed by the Reporting Person with the Securities and Exchange Commission on January 14, 1994). SCHEDULE 13D - ------------------------------ ------------------------------ CUSIP NO. 479254 10 4 PAGE 6 OF 6 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. JWA Consolidated, Inc. Dated: March 23, 2004 /s/ Imogene P. Johnson ------------------------ ------------------------------- By: Imogene P. Johnson Title: President and Director -----END PRIVACY-ENHANCED MESSAGE-----