-----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, L4cByjZV35PFHdsAu4omJv9f5KByA1V893PklVKScDn5NeuVxGXD/P0EszpQysSh IEeiuYsGP/8Ooo8PkRVggw== 0000914760-05-000155.txt : 20050611 0000914760-05-000155.hdr.sgml : 20050611 20050526163604 ACCESSION NUMBER: 0000914760-05-000155 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20050526 DATE AS OF CHANGE: 20050526 GROUP MEMBERS: H. FISK JOHNSON GROUP MEMBERS: IMOGENE P. JOHNSON GROUP MEMBERS: JOHNSON BANK GROUP MEMBERS: JWA CONSOLIDATED, INC. GROUP MEMBERS: S. CURTIS JOHNSON GROUP MEMBERS: SAMUEL C. JOHNSON 1988 TRUST NUMBER ONE U/A SEPTEMBER 14, 19 GROUP MEMBERS: WINIFRED J. MARQUART 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: 05860560 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 LEIPOLD HELEN P CENTRAL INDEX KEY: 0000917324 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: J/K MANAGEMENT SERVICES INC STREET 2: 555 MAIN STREET CITY: RACINE STATE: WI ZIP: 53403-1015 BUSINESS PHONE: 4142893757 MAIL ADDRESS: STREET 1: C/OJ/K MANAGEMENT SERVICES INC STREET 2: 555 MAIN STREET CITY: RACINE STATE: WI ZIP: 53403-1015 SC 13D/A 1 p68096_13da9.txt MAY 26, 2005 SCHEDULE 13D - -------------------------------- --------------------------------- CUSIP NO. 479167 10 8 PAGE 1 OF 15 PAGES - -------------------------------- --------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 9)* JOHNSON OUTDOORS INC. - -------------------------------------------------------------------------------- (Name of Issuer) Class A Common Stock, par value $.05 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 479167 10 8 - -------------------------------------------------------------------------------- (CUSIP Number) Linda L. Mallon 555 Main Street Suite 500 Racine, Wisconsin 53403 (262) 260-4046 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 26, 2005 - -------------------------------------------------------------------------------- (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. 479167 10 8 PAGE 2 OF 15 PAGES - -------------------------------- --------------------------------- - ---------- --------------------------------------------------------------------- 1 NAME OF REPORTING PERSON Helen P. Johnson-Leipold S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) - ---------- --------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A)[x] (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 - ---------------------------- -------- ------------------------------------------ NUMBER 7 SOLE VOTING POWER OF 342,587 shares (1)(3) -------- ------------------------------------------ SHARES 8 SHARED VOTING POWER BENEFICIALLY 2,003,746 shares (2)(3) OWNED -------- ------------------------------------------ BY 9 SOLE DISPOSITIVE POWER EACH 342,587 shares (1)(3) REPORTING -------- ------------------------------------------ PERSON 10 SHARED DISPOSITIVE POWER WITH 2,003,746 shares (2)(3) - ---------------------------- -------- ------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,346,333 shares (1)(2)(3) - ---------- --------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |X| See Item 5 - ---------- --------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 26.5% of the Class A Common Stock (1)(2)(3)(4) - ---------- --------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) IN - ---------- --------------------------------------------------------------------- (1) Includes options and rights to acquire 14,143 shares of Class A Common Stock are exercisable within 60 days and the 3,932 shares of Class A Common Stock held in the Reporting Person's 401(k) plan as of November 1, 2004. (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) Includes shares of Class A Common Stock and Class B Common Stock held of record by entities owned jointly by the Reporting Person and certain other Reporting Persons. (4) Based on 7,625,331 shares of Class A Common Stock and 1,221,715 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 February 14, 2005, as reported on the Johnson Outdoors Inc. Form 14A Definitive Proxy Statement, filed with the Securities and Exchange Commission on February 15, 2005 and 14,143 options and rights held by Ms. Johnson-Leipold to purchase shares of Class A Common Stock that are exerciseable within 60 days. SCHEDULE 13D - -------------------------------- --------------------------------- CUSIP NO. 479167 10 8 PAGE 3 OF 15 PAGES - -------------------------------- --------------------------------- - ---------- --------------------------------------------------------------------- NAME OF REPORTING PERSON 1 Imogene P. Johnson S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) - ---------- --------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (A)[x] (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 - ---------------------------- -------- ------------------------------------------ NUMBER 7 SOLE VOTING POWER OF 177,788 shares -------- ------------------------------------------ SHARES 8 SHARED VOTING POWER BENEFICIALLY 1,807,643 shares (1) OWNED -------- ------------------------------------------ BY 9 SOLE DISPOSITIVE POWER EACH 177,788 shares REPORTING -------- ------------------------------------------ PERSON 10 SHARED DISPOSITIVE POWER WITH 1,807,643 shares (1) - ---------------------------- -------- ------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,985,431 shares (1) - ---------- --------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |X| See Item 5 - ---------- --------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 22.4% of the Class A Common Stock (1)(2) - ---------- --------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) IN - ---------- --------------------------------------------------------------------- (1) 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. (2) Based on 7,625,331 shares of Class A Common Stock and 1,221,715 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 February 14, 2004, as reported on the Johnson Outdoors Inc. Form 14A Definitive Proxy Statement, filed with the Securities and Exchange Commission on February 15, 2005. SCHEDULE 13D - -------------------------------- --------------------------------- CUSIP NO. 479167 10 8 PAGE 4 OF 15 PAGES - -------------------------------- --------------------------------- - ---------- --------------------------------------------------------------------- 1 NAME OF REPORTING PERSON Samuel C. Johnson 1988 Trust Number One u/a September 14, 1988 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) 20-6217605 - ---------- --------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (A)[x] (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 Wisconsin - ---------------------------- -------- ------------------------------------------ NUMBER 7 SOLE VOTING POWER OF 0 shares -------- ------------------------------------------ SHARES 8 SHARED VOTING POWER BENEFICIALLY 1,407,643 shares (1) OWNED -------- ------------------------------------------ BY 9 SOLE DISPOSITIVE POWER EACH 0 shares REPORTING -------- ------------------------------------------ PERSON 10 SHARED DISPOSITIVE POWER WITH 1,407,643 shares (1) - ---------------------------- -------- ------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,407,643 shares (1) - ---------- --------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |X| See Item 5 - ---------- --------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.9% of the Class A Common Stock (1)(2) - ---------- --------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) OO* - ---------- --------------------------------------------------------------------- * The Reporting Person is a trust. (1) 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. (2) Based on 7,625,331 shares of Class A Common Stock and 1,221,715 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 February 14, 2004, as reported on the Johnson Outdoors Inc. Form 14A Definitive Proxy Statement, filed with the Securities and Exchange Commission on February 15, 2005. SCHEDULE 13D - -------------------------------- --------------------------------- CUSIP NO. 479167 10 8 PAGE 5 OF 15 PAGES - -------------------------------- --------------------------------- - ---------- --------------------------------------------------------------------- 1 NAME OF REPORTING PERSON JWA Consolidated, Inc. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) 39-156071 - ---------- --------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (A)[x] (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 Wisconsin - ---------------------------- -------- ------------------------------------------ NUMBER 7 SOLE VOTING POWER OF 114,464 shares -------- ------------------------------------------ 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) |X| See Item 5 - ---------- --------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.0% of the Class A Common Stock (1)(2) - ---------- --------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) CO - ---------- --------------------------------------------------------------------- (1) 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. (2) Based on 7,625,331 shares of Class A Common Stock and 1,221,715 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 February 14, 2004, as reported on the Johnson Outdoors Inc. Form 14A Definitive Proxy Statement, filed with the Securities and Exchange Commission on February 15, 2005. SCHEDULE 13D - -------------------------------- --------------------------------- CUSIP NO. 479167 10 8 PAGE 6 OF 15 PAGES - -------------------------------- --------------------------------- - ---------- --------------------------------------------------------------------- 1 NAME OF REPORTING PERSON Johnson Bank S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) 39-1141446 - ---------- --------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (A)[x] (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 Wisconsin - ---------------------------- -------- ------------------------------------------ NUMBER 7 SOLE VOTING POWER OF 445,504 shares (1) -------- ------------------------------------------ SHARES 8 SHARED VOTING POWER BENEFICIALLY 3,410,958 shares (2) OWNED -------- ------------------------------------------ BY 9 SOLE DISPOSITIVE POWER EACH 445,504 shares (1) REPORTING -------- ------------------------------------------ PERSON 10 SHARED DISPOSITIVE POWER WITH 3,410,958 shares (2) - ---------------------------- -------- ------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,856,462 shares (1)(2)(3) - ---------- --------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |X| See Item 5 - ---------- --------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 41.7% of the Class A Common Stock (1)(2)(3)(4) - ---------- --------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) BK - ---------- --------------------------------------------------------------------- (1) Includes options and rights to acquire 326,000 shares of Class A Common Stock are exercisable within 60 days. (2) Includes options and rights to acquire 74,000 shares of Class A Common Stock that are exercisable within 60 days. (3) 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. (4) Based on 7,625,331 shares of Class A Common Stock and 1,221,715 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 February 14, 2004, as reported on the Johnson Outdoors Inc. Form 14A Definitive Proxy Statement, filed with the Securities and Exchange Commission on February 15, 2005 and 400,000 options and rights held by Johnson Back to purchase shares of Class A Common Stock that are exerciseable within 60 days. SCHEDULE 13D - -------------------------------- --------------------------------- CUSIP NO. 479167 10 8 PAGE 7 OF 15 PAGES - -------------------------------- --------------------------------- - ---------- --------------------------------------------------------------------- 1 NAME OF REPORTING PERSON H. Fisk Johnson S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) - ---------- --------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (A)[x] (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 Illinois - ---------------------------- -------- ------------------------------------------ NUMBER 7 SOLE VOTING POWER OF 401,739 shares (1) -------- ------------------------------------------ SHARES 8 SHARED VOTING POWER BENEFICIALLY 1,658,936 shares (2)(3)(4) OWNED -------- ------------------------------------------ BY 9 SOLE DISPOSITIVE POWER EACH 401,739 shares (1) REPORTING -------- ------------------------------------------ PERSON 10 SHARED DISPOSITIVE POWER WITH 1,658,936 shares (2)(3)(4) - ---------------------------- -------- ------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,060,675 (1)(2)(3)(4) - ---------- --------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |X| See Item 5 - ---------- --------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 23.0% of the Class A Common Stock (1)(2)(3)(4)(5) - ---------- --------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) IN - ---------- --------------------------------------------------------------------- (1) Includes options and rights to acquire up to 14,143 shares of Class A Common Stock are exercisable within 60 days. (2) Includes options and rights to acquire 85,000 shares of Class A Common Stock that are exercisable within 60 days (3) 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. (4) Includes shares of Class A Common Stock and Class B Common Stock held of record by entities owned jointly by the Reporting Person and certain other Reporting Persons. (5) Based on 7,625,331 shares of Class A Common Stock and 1,221,715 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 February 14, 2004, as reported on the Johnson Outdoors Inc. Form 14A Definitive Proxy Statement, filed with the Securities and Exchange Commission on February 15, 2005 and options and rights held by Mr. Johnson to purchase 99,143 shares of Class A Common Stock that are exerciseable within 60 days. SCHEDULE 13D - -------------------------------- --------------------------------- CUSIP NO. 479167 10 8 PAGE 8 OF 15 PAGES - -------------------------------- --------------------------------- - ---------- --------------------------------------------------------------------- NAME OF REPORTING PERSON 1 S. Curtis Johnson S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) - ---------- --------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (A)[x] (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 Wisconsin - ---------------------------- -------- ------------------------------------------ NUMBER 7 SOLE VOTING POWER OF 43,153 shares (1) -------- ------------------------------------------ SHARES 8 SHARED VOTING POWER BENEFICIALLY 1,414,883 shares (2)(3) OWNED -------- ------------------------------------------ BY 9 SOLE DISPOSITIVE POWER EACH 43,153 shares (1) REPORTING -------- ------------------------------------------ PERSON 10 SHARED DISPOSITIVE POWER WITH 1,414,883 shares (2)(3) - ---------------------------- -------- ------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,458,036 shares (1)(2)(3) - ---------- --------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |X| See Item 5 - ---------- --------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.5% of the Class A Common Stock (1)(2)(3)(4) - ---------- --------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) IN - ---------- --------------------------------------------------------------------- (1) Includes options and rights to acquire up to 14,144 shares of Class A Common Stock 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) Includes shares of Class A Common Stock and Class B Common Stock held of record by entities owned jointly by the Reporting Person and certain other Reporting Persons. (4) Based on 7,625,331 shares of Class A Common Stock and 1,221,715 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 February 14, 2004, as reported on the Johnson Outdoors Inc. Form 14A Definitive Proxy Statement, filed with the Securities and Exchange Commission on February 15, 2005 and options and rights held by Mr. Johnson to purchase 14,144 shares of Class A Common Stock that are exerciseable within 60 days. SCHEDULE 13D - -------------------------------- --------------------------------- CUSIP NO. 479167 10 8 PAGE 9 OF 15 PAGES - -------------------------------- --------------------------------- - ---------- --------------------------------------------------------------------- 1 NAME OF REPORTING PERSON Winifred J. Marquart S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) - ---------- --------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (A)[x] (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 Wisconsin - ---------------------------- -------- ------------------------------------------ NUMBER 7 SOLE VOTING POWER OF 14,164 shares (1) -------- ------------------------------------------ SHARES 8 SHARED VOTING POWER BENEFICIALLY 502,614 shares (2)(3)(4) OWNED -------- ------------------------------------------ BY 9 SOLE DISPOSITIVE POWER EACH 14,164 shares (1) REPORTING -------- ------------------------------------------ PERSON 10 SHARED DISPOSITIVE POWER WITH 502,614 shares (2)(3)(4) - ---------------------------- -------- ------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 516,778 shares (1)(2)(3)(4) - ---------- --------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |X| See Item 5 - ---------- --------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.8% of the Class A Common Stock (1)(2)(3)(4)(5) - ---------- --------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) IN - ---------- --------------------------------------------------------------------- (1) Includes options and rights to acquire up to 14,144 shares of Class A Common Stock that are exercisable within 60 days. (2) Includes options and rights to acquire 79,000 shares of Class A Common Stock that are exercisable within 60 days (3) 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. (4) Includes shares of Class A Common Stock and Class B Common Stock held of record by entities owned jointly by the Reporting Person and certain other Reporting Persons. (5) Based on 7,625,331 shares of Class A Common Stock and 1,221,715 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 February 14, 2004, as reported on the Johnson Outdoors Inc. Form 14A Definitive Proxy Statement, filed with the Securities and Exchange Commission on February 15, 2005 and options and rights held by Ms. Marquart to purchase 93,144 shares of Class A Common Stock that are exerciseable within 60 days. SCHEDULE 13D - -------------------------------- --------------------------------- CUSIP NO. 479167 10 8 PAGE 10 OF 15 PAGES - -------------------------------- --------------------------------- THIS AMENDMENT NO. 9 TO SCHEDULE 13D is filed jointly by Helen P. Johnson-Leipold ("Ms. Johnson-Leipold"), Imogene P. Johnson ("Mrs. Johnson"), Samuel C. Johnson 1988 Trust Number One u/a September 14, 1988 (the "1988 Trust"), H. Fisk Johnson ("Mr. Fisk Johnson"), S. Curtis Johnson ("Mr. Curtis Johnson"), Winifred J. Marquart ("Ms. Marquart"), JWA Consolidated, Inc. ("JWA") and Johnson Bank (the "Bank"). In this Amendment No. 9 to Schedule 13D, Ms. Johnson-Leipold, Mrs. Johnson, the 1988 Trust, Mr. Fisk Johnson, Mr. Curtis Johnson, Ms. Marquart, JWA and the Bank 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 any other Reporting Person or any other person. This filing shall serve to amend and supplement the Amendment No. 8 to Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission (the "SEC") on February 25, 2005. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Item 3 to the Schedule 13D is amended and supplemented by the following: On May 18, 2005, the 1988 Trust transferred by gift 220,000 shares of Class A Common Stock to an entity beneficially owned by Mrs. Johnson. As more fully set forth below in Item 4, on May 18, 2005, an entity beneficially owned jointly by Ms. Johnson-Leipold and the Bank, purchased 55,000 shares of Class A Common Stock and paid for such shares partially in cash and partially by the issuance of a promissory note, attached hereto as Exhibit 99.45 (the "HJL Note 3"). As more fully set forth below in Item 4, on May 18, 2005, an entity beneficially owned jointly by Mr. Fisk Johnson and the Bank, purchased 55,000 shares of Class A Common Stock and paid for such shares partially in cash and partially by the issuance of a promissory note, attached hereto as Exhibit 99.46 (the "HFJ Note 3"). As more fully set forth below in Item 4, on May 18, 2005, an entity beneficially owned jointly by Mr. Curtis Johnson and the Bank, purchased 55,000 shares of Class A Common Stock and paid for such shares partially in cash and partially by the issuance of a promissory note, attached hereto as Exhibit 99.47 (the "SCJ Note 2"). As more fully set forth below in Item 4, on May 18, 2005, an entity beneficially owned jointly by Ms. Marquart and the Bank, purchased 55,000 shares of Class A Common Stock and paid for such shares partially in cash and partially by the issuance of a promissory note, attached hereto as Exhibit 99.48 (the "WJM Note 3"). ITEM 4. PURPOSE OF TRANSACTION. Item 4 to the Schedule 13D is amended and supplemented by the following: SCHEDULE 13D - -------------------------------- --------------------------------- CUSIP NO. 479167 10 8 PAGE 11 OF 15 PAGES - -------------------------------- --------------------------------- On May 18, 2005, the 1988 Trust transferred by gift 220,000 shares of Class A Common Stock to an entity beneficially owned by Mrs. Johnson. On May 18, 2005, an entity beneficially owned jointly by Ms. Johnson-Leipold and the Bank, purchased 55,000 shares of Class A Common Stock from an entity beneficially owned by Mrs. Johnson by delivery of that certain Sale Agreement attached hereto as Exhibit 99.49 (the "Sale Agreement"). The purchase price for the shares of Class A Common Stock was paid partially in cash and partially by the issuance of the HJL Note 3. On May 18, 2005, an entity beneficially owned jointly by Mr. Fisk Johnson and the Bank, purchased 55,000 shares of Class A Common Stock from an entity beneficially owned by Mrs. Johnson by delivery of the Sale Agreement. The purchase price for the shares of Class A Common Stock was paid partially in cash and partially by the issuance of the HFJ Note 3. On May 18, 2005, an entity beneficially owned jointly by Mr. Curtis Johnson and the Bank, purchased 55,000 shares of Class A Common Stock from an entity beneficially owned by Mrs. Johnson by delivery of the Sale Agreement. The purchase price for the shares of Class A Common Stock was paid partially in cash and partially by the issuance of the SCJ Note 2. On May 18, 2005, an entity beneficially owned jointly by Ms. Marquart and the Bank, purchased 55,000 shares of Class A Common Stock from an entity beneficially owned by Mrs. Johnson by delivery of the Sale Agreement. The purchase price for the shares of Class A Common Stock was paid partially in cash and partially by the issuance of the WJM Note 3. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5 is hereby amended in its entirety to read as follows: (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 Aggregate Beneficial Ownership Percentage of Outstanding Shares Dispositive Power and Dispositive Power - ----------------------- ------------------ ------------------ ------------------------------- ------------------------------------ Ms. Johnson-Leipold 342,587 (1)(2) 2,003,746 (1)(10) 2,346,333 (1)(2)(10)(12) 26.5% (1)(2)(4)(10)(12) (13)(14)(15)(16)(17) (13)(14)(15)(16)(17) - ----------------------- ------------------ ------------------ ------------------------------- ------------------------------------ Mrs. Johnson 177,788 1,807,643 (1) 1,985,431 (1)(11)(13) 22.4% (1)(5)(11)(13) (14)(15)(16)(17) (14)(15)(16)(17) - ----------------------- ------------------ ------------------ ------------------------------- ------------------------------------ The 1988 Trust 0 1,407,643 (1) 1,407,643 (1)(11)(12) 15.9% (1)(5)(11)(12) (13)(14)(15)(16)(17) (13)(14)(15)(16)(17) - ----------------------- ------------------ ------------------ ------------------------------- ------------------------------------ JWA 114,464 1,037,330 (1) 1,151,794 (1)(11)(12) 13.0% (1)(5)(11)(12) (14)(15)(16)(17) (14)(15)(16)(17) - ----------------------- ------------------ ------------------ ------------------------------- ------------------------------------ The Bank 445,504 (1) 3,410,958 (1) 3,856,462 (1)(11)(12) 41.7% (1)(6)(11)(12) (13)(15)(16)(17) (13)(15)(16)(17) - ----------------------- ------------------ ------------------ ------------------------------- ------------------------------------ Mr. Fisk Johnson 401,739 (1)(3) 1,658,936 2,060,675 (1)(3)(10)(11) 23.0% (1)(3)(7)(10)(11) (1)(10)(18) (12)(13)(14)(16)(17)(18) (12)(13)(14)(16)(17(18)) - ----------------------- ------------------ ------------------ ------------------------------- ------------------------------------ Mr. Curtis Johnson 43,153 (1)(3) 1,414,883 (1)(10) 1,458,036 (1)(3)(7)(10) 16.5% (1)(3)(8)(10)(11)(12) (11)(12)(13)(14)(15)(17) (13)(14)(15)(17) - ----------------------- ------------------ ------------------ ------------------------------- ------------------------------------ SCHEDULE 13D - -------------------------------- --------------------------------- CUSIP NO. 479167 10 8 PAGE 12 OF 15 PAGES - -------------------------------- --------------------------------- - ----------------------- ------------------ ------------------ ------------------------------- ------------------------------------ Ms. Marquart 14,164 (1)(3) 502,614 516,778 (1)(3)(10)(11)(12) 5.8% (1)(3)(9)(10)(11)(12) (1)(10)(19) (13)(14)(15)(16)(19) (13)(14)(15)(16)(19) - ----------------------- ------------------ ------------------ ------------------------------- ------------------------------------ (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 and rights to acquire 14,143 shares of Class A Common Stock, which options and rights are exercisable within 60 days. (3) Includes options and rights to acquire 14,143 shares of Class A Common Stock for Mr. Fisk Johnson, and 14,144 for each of Mr. Curtis Johnson and Ms. Marquart, which options and rights are exercisable within 60 days. (4) Based on 7,625,331 shares of Class A Common Stock and 1,221,715 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 February 14, 2004, as reported on the Johnson Outdoors Inc. Form 14A Definitive Proxy Statement, filed with the Securities and Exchange Commission on February 15, 2005 and options and rights held by Ms. Johnson-Leipold to purchase 14,143 shares of Class A Common Stock, which options and rights are exercisable within 60 days. (5) Based on 7,625,331 shares of Class A Common Stock and 1,221,715 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 February 14, 2004, as reported on the Johnson Outdoors Inc. Form 14A Definitive Proxy Statement, filed with the Securities and Exchange Commission on February 15, 2005, filed with the Securities and Exchange Commission on October 29, 2004. (6) Based on 7,625,331 shares of Class A Common Stock and 1,221,715 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 February 14, 2004, as reported on the Johnson Outdoors Inc. Form 14A Definitive Proxy Statement, filed with the Securities and Exchange Commission on February 15, 2005, and 400,000 options and rights held by Johnson Bank to purchase shares of Class A Common Stock that are exercisable within 60 days. (7) Based on 7,625,331 shares of Class A Common Stock and 1,221,715 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 February 14, 2004, as reported on the Johnson Outdoors Inc. Form 14A Definitive Proxy Statement, filed with the Securities and Exchange Commission on February 15, 2005, and options and rights held by Mr. Fisk Johnson to purchase 99,143 shares of Class A Common Stock and that are exercisable within 60 days. (8) Based on 7,625,331 shares of Class A Common Stock and 1,221,715 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 February 14, 2004, as reported on the Johnson Outdoors Inc. Form 14A Definitive Proxy Statement, filed with the Securities and Exchange Commission on February 15, 2005, and options and rights held by Mr. Curtis Johnson to purchase 14,144 shares of Class A Common Stock are exercisable within 60 days. (9) Based on 7,625,331 shares of Class A Common Stock and 1,221,715 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 February 14, 2004, as reported on the Johnson Outdoors Inc. Form 14A Definitive Proxy Statement, filed with the Securities and Exchange Commission on February 15, 2005, and options and rights held by Ms. Marquart to purchase 93,144 shares of Class A Common Stock that are exercisable within 60 days. (10) Includes shares of Class A Common Stock and Class B Common Stock held of record by entities owned jointly by the Reporting Person and certain other Reporting Persons. (11) Excludes 342,587 shares beneficially owned solely by Ms. Johnson-Leipold as to which Mrs. Johnson, the 1988 Trust JWA, the Bank, Mr. Fisk Johnson, Mr. Curtis Johnson and Ms. Marquart disclaim any beneficial ownership. (12) Excludes 177,788 shares beneficially owned solely by Mrs. Johnson as to which Ms. Johnson-Leipold, the 1988 Trust, JWA, the Bank, Mr. Fisk Johnson, Mr. Curtis Johnson and Ms. Marquart disclaim any beneficial ownership. (13) Excludes 114,464 shares beneficially owned solely by JWA to which Ms. Johnson-Leipold, Mrs. Johnson, the 1988 Trust, the Bank, Mr. Fisk Johnson, Mr. Curtis Johnson and Ms. Marquart disclaim any beneficial ownership. (14) Excludes 445,504 shares beneficially owned solely by the Bank to which Ms. Johnson-Leipold, Mrs. Johnson, the 1988 Trust, JWA, Mr. Fisk Johnson, Mr. Curtis Johnson and Ms. Marquart disclaim any beneficial ownership. (15) Excludes 401,739 shares beneficially owned solely by Mr. Fisk Johnson as to which Ms. Johnson-Leipold, Mrs. Johnson, the 1988 Trust, JWA, the Bank, Mr. Curtis Johnson and Ms. Marquart disclaim any beneficial ownership. SCHEDULE 13D - -------------------------------- --------------------------------- CUSIP NO. 479167 10 8 PAGE 13 OF 15 PAGES - -------------------------------- --------------------------------- (16) Excludes 43,153 shares beneficially owned solely by Mr. Curtis Johnson as to which Ms. Johnson-Leipold, Mrs. Johnson, the 1988 Trust, JWA, the Bank, Mr. Fisk Johnson and Ms. Marquart disclaim any beneficial ownership. (17) Excludes 14,164 shares beneficially owned solely by Ms. Marquart as to which Ms. Johnson-Leipold, Mrs. Johnson, the 1988 Trust, JWA, the Bank, Mr. Fisk Johnson and Mr. Curtis Johnson disclaim any beneficial ownership. (18) Includes options and rights to acquire 99,143 shares of Class A Common Stock that are exercisable within 60 days. (19) Includes options and rights to acquire 61,000 shares of Class A Common Stock that are exercisable within 60 days.
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. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Except as described in this Schedule 13D, as Amended by this Amendment No. 9, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons and between such Reporting Persons and any person with respect to any securities of the Company, including but not limited to transfer or voting of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantors of profit, division of profit or loss or the giving or withholding of proxies. ITEM 7. MATERIALS TO BE FILED AS EXHIBITS. Item 7 is hereby amended as follows: Exhibit No. Title ----------- ----- Exhibit 99.45 Secured Promissory Note, dated as of May 18, 2005, issued by the Helen Johnson-Leipold Third Party Gift and Inheritence Trust to the 1993 Trust. Exhibit 99.46 Secured Promissory Note, dated as of May 18, 2005, issued by the H. Fisk Johnson Third Party Gift and Inheritence Trust to the 1993 Trust. Exhibit 99.47 Secured Promissory Note, dated as of May 18, 2005, issued by the S. Curtis Johnson Third Party Gift and Inheritence Trust to the 1993 Trust. Exhibit 99.48 Secured Promissory Note, dated as of May 18, 2005, issued by the Winifred J. Marquart Third Party Gift and Inheritence Trust to the 1993 Trust. SCHEDULE 13D - -------------------------------- --------------------------------- CUSIP NO. 479167 10 8 PAGE 14 OF 15 PAGES - -------------------------------- --------------------------------- Exhibit 99.49 Sale Agreement, dated as of May 18, 2005, by and among the Helen Johnson-Leipold Third Party Gift and Inheritence Trust, the H. Fisk Johnson Third Party Gift and Inheritence Trust, the S. Curtis Johnson Third Party Gift and Inheritence Trust, the Winifred J. Marquart Third Party Gift and Inheritence Trust, and the 1993 Trust. SCHEDULE 13D - -------------------------------- --------------------------------- CUSIP NO. 479167 10 8 PAGE 15 OF 15 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: May 18, 2005 /s/ Helen P. Johnson-Leipold --------------------------------------- Name: Helen P. Johnson-Leipold Dated: May 18, 2005 /s/ Imogene P. Johnson --------------------------------------- Name: Imogene P. Johnson Dated: May 18, 2005 /s/ H. Fisk Johnson --------------------------------------- Name: H. Fisk Johnson Dated: May 18, 2005 /s/ S. Curtis Johnson --------------------------------------- Name: S. Curtis Johnson Dated: May 18, 2005 /s/ Winifred J. Marquart --------------------------------------- Name: Winifred J. Marquart Samuel C. Johnson 1988 Trust Number One u/a September 14, 1988 Dated: May 18, 2005 By: /s/ Imogene P. Johnson ---------------------------------- Name: Imogene P. Johnson Title: Co-Trustee JWA Consolidated, Inc. Dated: May 18, 2005 By: /s/ Imogene P. Johnson ---------------------------------- Name: Imogene P. Johnson Title: President Johnson Bank Dated: May 18, 2005 By: /s/ Brian Lucareli ---------------------------------- Name: Brian Lucareli Title: Senior Vice President EX-99.45 2 p68096_13da9x9945.txt SECURED PROMISSORY NOTE, HELEN JOHNSON-LEIPOLD EXHIBIT 99.45 SECURED PROMISSORY NOTE $864,400.00 Racine, Wisconsin May 18, 2005 Johnson Bank, as trustee of the Helen Johnson-Leipold Third Party Gift and Inheritance Trust (the "Borrower"), hereby promises to pay to the order of Imogene P. Johnson, as trustee of the Imogene Powers Johnson 1993 Trust ("Lender"), on the "maturity date" (defined below) the principal sum of Eight Hundred Sixty-Four Thousand Four Hundred Dollars ($864,400.00), together with interest payable semi-annually on January 3 and July 3 on the unpaid principal balance from time to time outstanding at the rate of 4.77% per annum until the day preceding the maturity date. A final payment in an amount necessary to pay all interest and principal then outstanding shall be due on January 3, 2020 (the "maturity date"). To secure payment of this Note, Borrower has pledged to Lender Borrower's interest in and to all shares of Johnson Outdoors, Inc. purchased from Lender on the date hereof and all proceeds thereof ("Collateral"). Borrower warrants that, while any obligation under this Note remains outstanding, Borrower will keep the Collateral free and clear of all other liens, encumbrances and security interests. In the event of default under this Note, the Lender may take possession of the Collateral without notice or hearing. Borrower may prepay any part or all of the principal amount of this note at any time and from time to time without penalty, provided that any such prepayment must be accompanied by a payment of the interest accrued to the date of the prepayment on the principal amount which is being prepaid. Interest shall accrue at the applicable federal rate from time to time in effect on any payment which remains unpaid after fifteen days from its due date. All payments made hereunder, including any prepayments, will be deemed to have been made on the date of receipt by Lender. All payments must be made to Lender at 555 Main Street, Suite 500, Racine, Wisconsin 53403, or at another place designated by Lender in a written notice to Borrower. The internal laws of the State of Wisconsin govern and control the construction, enforceability, validity and interpretation of this note. The parties hereto waive presentment for payment, notice of dishonor, protest and notice of protest. JOHNSON BANK, as trustee of the Helen Johnson-Leipold Third Party Gift and Inheritance Trust By: /s/ Brian L. Lucareli ------------------------------------------- Brian L. Lucareli, Senior Vice President EX-99.46 3 p68096_13da9x9946.txt SECURED PROMISSORY NOTE, H. FISK JOHNSON EXHIBIT 99.46 SECURED PROMISSORY NOTE $864,400.00 Racine, Wisconsin May 18, 2005 Johnson Bank, as trustee of the H. Fisk Johnson Third Party Gift and Inheritance Trust (the "Borrower"), hereby promises to pay to the order of Imogene P. Johnson, as trustee of the Imogene Powers Johnson 1993 Trust ("Lender"), on the "maturity date" (defined below) the principal sum of Eight Hundred Sixty-Four Thousand Four Hundred Dollars ($864,400.00), together with interest payable semi-annually on January 3 and July 3 on the unpaid principal balance from time to time outstanding at the rate of 4.77% per annum until the day preceding the maturity date. A final payment in an amount necessary to pay all interest and principal then outstanding shall be due on January 3, 2020 (the "maturity date"). To secure payment of this Note, Borrower has pledged to Lender Borrower's interest in and to all shares of Johnson Outdoors, Inc. purchased from Lender on the date hereof and all proceeds thereof ("Collateral"). Borrower warrants that, while any obligation under this Note remains outstanding, Borrower will keep the Collateral free and clear of all other liens, encumbrances and security interests. In the event of default under this Note, the Lender may take possession of the Collateral without notice or hearing. Borrower may prepay any part or all of the principal amount of this note at any time and from time to time without penalty, provided that any such prepayment must be accompanied by a payment of the interest accrued to the date of the prepayment on the principal amount which is being prepaid. Interest shall accrue at the applicable federal rate from time to time in effect on any payment which remains unpaid after fifteen days from its due date. All payments made hereunder, including any prepayments, will be deemed to have been made on the date of receipt by Lender. All payments must be made to Lender at 555 Main Street, Suite 500, Racine, Wisconsin 53403, or at another place designated by Lender in a written notice to Borrower. The internal laws of the State of Wisconsin govern and control the construction, enforceability, validity and interpretation of this note. The parties hereto waive presentment for payment, notice of dishonor, protest and notice of protest. JOHNSON BANK, as trustee of the H. Fisk Johnson Third Party Gift and Inheritance Trust By: /s/ Brian L. Lucareli ------------------------------------------- Brian L. Lucareli, Senior Vice President EX-99.47 4 p68096_13da9x9947.txt SECURED PROMISSORY NOTE, S. CURTIS JOHNSON EXHIBIT 99.47 SECURED PROMISSORY NOTE $864,400.00 Racine, Wisconsin May 18, 2005 Johnson Bank, as trustee of the S. Curtis Johnson Third Party Gift and Inheritance Trust (the "Borrower"), hereby promises to pay to the order of Imogene P. Johnson, as trustee of the Imogene Powers Johnson 1993 Trust ("Lender"), on the "maturity date" (defined below) the principal sum of Eight Hundred Sixty-Four Thousand Four Hundred Dollars ($864,400.00), together with interest payable semi-annually on January 3 and July 3 on the unpaid principal balance from time to time outstanding at the rate of 4.77% per annum until the day preceding the maturity date. A final payment in an amount necessary to pay all interest and principal then outstanding shall be due on January 3, 2020 (the "maturity date"). To secure payment of this Note, Borrower has pledged to Lender Borrower's interest in and to all shares of Johnson Outdoors, Inc. purchased from Lender on the date hereof and all proceeds thereof ("Collateral"). Borrower warrants that, while any obligation under this Note remains outstanding, Borrower will keep the Collateral free and clear of all other liens, encumbrances and security interests. In the event of default under this Note, the Lender may take possession of the Collateral without notice or hearing. Borrower may prepay any part or all of the principal amount of this note at any time and from time to time without penalty, provided that any such prepayment must be accompanied by a payment of the interest accrued to the date of the prepayment on the principal amount which is being prepaid. Interest shall accrue at the applicable federal rate from time to time in effect on any payment which remains unpaid after fifteen days from its due date. All payments made hereunder, including any prepayments, will be deemed to have been made on the date of receipt by Lender. All payments must be made to Lender at 555 Main Street, Suite 500, Racine, Wisconsin 53403, or at another place designated by Lender in a written notice to Borrower. The internal laws of the State of Wisconsin govern and control the construction, enforceability, validity and interpretation of this note. The parties hereto waive presentment for payment, notice of dishonor, protest and notice of protest. JOHNSON BANK, as trustee of the S. Curtis Johnson Third Party Gift and Inheritance Trust By: /s/ Brian L. Lucareli ------------------------------------------ Brian L. Lucareli, Senior Vice President EX-99.48 5 p68096_13da9x9948.txt SECURED PROMISSORY NOTE, WINIFRED J. MARQUART EXHIBIT 99.48 SECURED PROMISSORY NOTE $864,400.00 Racine, Wisconsin May 18, 2005 Johnson Bank, as trustee of the Winifred J. Marquart Third Party Gift and Inheritance Trust (the "Borrower"), hereby promises to pay to the order of Imogene P. Johnson, as trustee of the Imogene Powers Johnson 1993 Trust ("Lender"), on the "maturity date" (defined below) the principal sum of Eight Hundred Sixty-Four Thousand Four Hundred Dollars ($864,400.00), together with interest payable semi-annually on January 3 and July 3 on the unpaid principal balance from time to time outstanding at the rate of 4.77% per annum until the day preceding the maturity date. A final payment in an amount necessary to pay all interest and principal then outstanding shall be due on January 3, 2020 (the "maturity date"). To secure payment of this Note, Borrower has pledged to Lender Borrower's interest in and to all shares of Johnson Outdoors, Inc. purchased from Lender on the date hereof and all proceeds thereof ("Collateral"). Borrower warrants that, while any obligation under this Note remains outstanding, Borrower will keep the Collateral free and clear of all other liens, encumbrances and security interests. In the event of default under this Note, the Lender may take possession of the Collateral without notice or hearing. Borrower may prepay any part or all of the principal amount of this note at any time and from time to time without penalty, provided that any such prepayment must be accompanied by a payment of the interest accrued to the date of the prepayment on the principal amount which is being prepaid. Interest shall accrue at the applicable federal rate from time to time in effect on any payment which remains unpaid after fifteen days from its due date. All payments made hereunder, including any prepayments, will be deemed to have been made on the date of receipt by Lender. All payments must be made to Lender at 555 Main Street, Suite 500, Racine, Wisconsin 53403, or at another place designated by Lender in a written notice to Borrower. The internal laws of the State of Wisconsin govern and control the construction, enforceability, validity and interpretation of this note. The parties hereto waive presentment for payment, notice of dishonor, protest and notice of protest. JOHNSON BANK, as trustee of the Winifred J. Marquart Third Party Gift and Inheritance Trust By: /s/ Brian L. Lucareli ------------------------------------------- Brian L. Lucareli, Senior Vice President EX-99.49 6 p68096_13da9x9949.txt SALE AGREEMENT EXHIBIT 99.49 SALE AGREEMENT THIS AGREEMENT is made and entered into as of May 18, 2005, by and between Imogene P. Johnson, as trustee of the Imogene Powers Johnson 1993 Trust (the "Seller"), and Johnson Bank, as trustee of the S. Curtis Johnson Third Party Gift and Inheritance Trust (the "Curt Trust"), Johnson Bank, as trustee of the Helen Johnson-Leipold Third Party Gift and Inheritance Trust (the "Helen Trust"), Johnson Bank, as trustee of the H. Fisk Johnson Third Party Gift and Inheritance Trust (the "Fisk Trust"), and Johnson Bank, as trustee of the Winifred J. Marquart Third Party Gift and Inheritance Trust (the "Winifred Trust") (collectively, the "Purchasers"). WHEREAS, Seller owns the interests in Johnson Outdoors, Inc. described on the attached Schedule I (collectively, the "JOUT Shares"), and desires to sell the JOUT Shares to the Purchasers; and WHEREAS, the Purchasers desire to buy the JOUT Shares from Seller on the terms set forth herein. NOW, THEREFORE, in consideration of all the representations, promises, warranties and undertakings contained herein, the parties agree as follows: 1. Sale and Purchase of JOUT Shares. Seller hereby sells to Purchasers the following assets: (a) Seller hereby sells to the Curt Trust the assets listed after the name of the Curt Trust on the attached Schedule I (the "Curt JOUT Shares"). The Curt Trust hereby purchases the Curt JOUT Shares from Seller. (b) Seller hereby sells to the Helen Trust the assets listed after the name of the Helen Trust on the attached Schedule I (the "Helen JOUT Shares"). The Helen Trust hereby purchases the Helen JOUT Shares from Seller. (c) Seller hereby sells to the Fisk Trust the assets listed after the name of the Fisk Trust on the attached Schedule I (the "Fisk JOUT Shares"). The Fisk Trust hereby purchases the Fisk JOUT Shares from Seller. (d) Seller hereby sells to the Winifred Trust the assets listed after the name of the Winifred Trust on the attached Schedule I (the "Winifred JOUT Shares"). The Winifred Trust hereby purchases the Winifred JOUT Shares from Seller. 2. Purchase Price. The purchase price for each of the Curt JOUT Shares, Helen JOUT Shares, Fisk JOUT Shares and Winifred JOUT Shares is the fair market value on the date hereof of such JOUT Shares (the "Purchase Price"). If market quotations are available for an asset, the fair market value of such asset is the mean between the high and low market quotations for such asset on the date first above written. Seller and each of the Purchasers acknowledge and agree that their intent is that the Purchase Price be the actual fair market value of the purchased JOUT Shares as of the date hereof. 3. Consideration. On the date hereof, the Purchasers shall make payment to Seller in the amount and manner hereafter specified: (a) As consideration for their purchases, each of the Curt Trust, Helen Trust, Fisk Trust and Winifred Trust shall pay to Seller the Purchase Price. (b) Payment of the Purchase Price by each of the Purchasers shall be made as follows: (i) Each of the Curt Trust, Helen Trust, Fisk Trust and Winifred Trust shall deliver to Seller $130,000.00 in cash. (ii) Each of the Purchasers shall pay the balance of the Purchase Price by executing and delivering to Seller a fifteen year installment note (each, a "Note") in the amount of the Purchase Price, with interest payable semi-annually on January 3 and July 3 on the unpaid principal balance at a rate of 4.77% per annum from the date of this instrument until January 3, 2020. 4. Pledge. To secure the payment of each Purchaser's Note, each Purchaser pledges and grants to Seller a security interest in and to such Purchaser's rights, title and interests, now owned or hereafter acquired in the assets purchased by Purchaser pursuant to this sale agreement and all proceeds of such assets. 5. Warranty. Seller represents and warrants that the JOUT Shares sold hereunder will be transferred free and clear of all liens, claims and encumbrances. 6. Parties in Interest. This Agreement shall bind and inure to the benefit of the parties named herein and their respective heirs, successors and assigns. 7. Governing Law. This Agreement shall be governed by the laws of the State of Wisconsin. 8. Counterparts. This Agreement may be executed in multiple counterparts which taken together shall constitute one and the same instrument. * * * IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be duly executed, all as of the date and year first written above.
- -------------------------------------------------------- ------------------------------------------------------ SELLER: PURCHASERS: JOHNSON BANK, as trustee of the S. Curtis Johnson Third Party Gift And Inheritance Trust /s/ Imogene Powers Johnson By: /s/ Brian L. Lucareli - -------------------------- ----------------------------------------- Imogene Powers Johnson, as trustee of the Imogene Brian L. Lucareli, Senior Vice President Powers Johnson 1993 Trust - -------------------------------------------------------- ------------------------------------------------------ JOHNSON BANK, as trustee of the Helen Johnson-Leipold Third Party Gift And Inheritance Trust By: /s/ Brian L. Lucareli ----------------------------------------- Brian L. Lucareli, Senior Vice President - -------------------------------------------------------- ------------------------------------------------------ JOHNSON BANK, as trustee of the H. Fisk Johnson Third Party Gift And Inheritance Trust By: /s/ Brian L. Lucareli ----------------------------------------- Brian L. Lucareli, Senior Vice President - -------------------------------------------------------- ------------------------------------------------------ JOHNSON BANK, as trustee of the Winifred J. Marquart Third Party Gift And Inheritance Trust By: /s/ Brian L. Lucareli ----------------------------------------- Brian L. Lucareli, Senior Vice President - -------------------------------------------------------- ------------------------------------------------------
SCHEDULE I
- ---------------------------------- --------------------------------------------- --------------------------- Purchaser Assets Fair Market Value - ---------------------------------- --------------------------------------------- --------------------------- Johnson Bank, as trustee of the 55,000 Class A shares of Johnson Outdoors, S. Curtis Johnson Third Party Inc., a Wisconsin corporation $994,400.00 Gift and Inheritance Trust - ---------------------------------- --------------------------------------------- --------------------------- Johnson Bank, as trustee of the 55,000 Class A shares of Johnson Outdoors, Helen Johnson-Leipold Third Inc., a Wisconsin corporation $994,400.00 Party Gift and Inheritance Trust - ---------------------------------- --------------------------------------------- --------------------------- Johnson Bank, as trustee of the 55,000 Class A shares of Johnson Outdoors, H. Fisk Johnson Third Party Gift Inc., a Wisconsin corporation $994,400.00 and Inheritance Trust - ---------------------------------- --------------------------------------------- --------------------------- Johnson Bank, as trustee of the 55,000 Class A shares of Johnson Outdoors, Winifred J. Marquart Third Party Inc., a Wisconsin corporation $994,400.00 Gift and Inheritance Trust - ---------------------------------- --------------------------------------------- ---------------------------
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