Insider filing report for Changes in Beneficial Ownership
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4)*
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)
May 22, 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 9 PAGES
- -------------------------- --------------------------
- ---------- ---------------------------------------------------------------------
NAME OF REPORTING PERSON
1 Helen P. Johnson-Leipold
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
- ---------- ---------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (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
- ---------- ---------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER 808,155 shares (1)(2)
OF
-------- ------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 1,329,308 shares (2)
OWNED
-------- ------------------------------------------
BY 9 SOLE DISPOSITIVE POWER
EACH 808,155 shares (1)(2)
REPORTING
-------- ------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 1,329,308 shares (2)
- ---------- ---------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,137,463 shares (1)(2)
- ---------- ---------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions) |X|
See Item 5
- ---------- ---------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.7% of the Class A Common Stock (1)(2)(3)
- ---------- ---------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN
- ---------- ---------------------------------------------------------------------
(1) Includes options to acquire 655,000 shares of Class A Common Stock
that are exercisable within 60 days and the 3,643 shares of Class A Common Stock
held in the Reporting Person's 401(k) plan as of November 1, 2003.
(2) Includes shares of Class B Common Stock beneficially owned by the
Reporting Person which are convertible at any time into Class A Common Stock on
a one share-for-one share basis.
(3) Based on 7,553,084 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
April 14, 2004, as reported on the Johnson Outdoors Inc. Form 10-Q for the
fiscal quarter ended April 2, 2004 filed with the Securities and Exchange
Commission on May 17, 2004, and 655,000 options held by Ms. Johnson-Leipold to
purchase shares of Class A Common Stock that are exercisable within 60 days.
SCHEDULE 13D
- -------------------------- --------------------------
CUSIP NO. 479254 10 4 PAGE 3 OF 9 PAGES
- -------------------------- --------------------------
- ---------- ---------------------------------------------------------------------
NAME OF REPORTING PERSON
1 Imogene P. Johnson
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
- ---------- ---------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (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
- ---------- ---------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER 32,288 shares
OF
-------- ------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 3,416,859 shares (1)
OWNED
-------- ------------------------------------------
BY 9 SOLE DISPOSITIVE POWER
EACH 32,288 shares
REPORTING
-------- ------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 2,379,529 shares (1)
- ---------- ---------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,449,147 shares (1)
- ---------- ---------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) |_|
See Item 5
- ---------- ---------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.3% of the Class A Common Stock (1)(2)
- ---------- ---------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN
- ---------- ---------------------------------------------------------------------
(1) Includes 1,062,330 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 7,553,084 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 April
14, 2004, as reported on the Johnson Outdoors Inc. Form 10-Q for the fiscal
quarter ended April 2, 2004 filed with the Securities and Exchange Commission on
May 17, 2004.
SCHEDULE 13D
- -------------------------- --------------------------
CUSIP NO. 479254 10 4 PAGE 4 OF 9 PAGES
- -------------------------- --------------------------
- ---------- ---------------------------------------------------------------------
- ---------- ---------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Samuel C. Johnson 1988 Trust Number One u/a September 14, 1988
20-6217605
- ---------- ---------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (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
- ---------------------------- -------- ------------------------------------------
7 SOLE VOTING POWER
NUMBER 0 shares
OF
-------- ------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 3,416,859 shares (1)
OWNED
-------- ------------------------------------------
BY 9 SOLE DISPOSITIVE POWER
EACH 0 shares
REPORTING
-------- ------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 3,416,859 shares (1)
- ---------- ---------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,416,859 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)
38.9% 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 7,553,084 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
April 14, 2004, as reported on the Johnson Outdoors Inc. Form 10-Q for the
fiscal quarter ended April 2, 2004 filed with the Securities and Exchange
Commission on May 17, 2004.
SCHEDULE 13D
- -------------------------- --------------------------
CUSIP NO. 479254 10 4 PAGE 5 OF 9 PAGES
- -------------------------- --------------------------
- ---------- ---------------------------------------------------------------------
THIS AMENDMENT NO. 4 TO SCHEDULE 13D is filed jointly by Helen P.
Johnson-Leipold ("Ms. Johnson-Leipold"), Imogene P. Johnson ("Ms. Johnson") and
the Samuel C. Johnson 1988 Trust Number One u/a September 14, 1988 (the "1988
Trust"). In this Amendment No. 4 to Schedule 13D, Ms. Johnson-Leipold, Ms.
Johnson and the 1988 Trust are sometimes individually referred to as a
"Reporting Person" and collectively referred to herein as the "Reporting
Persons". The Reporting Persons are making this single, joint filing because
they may be deemed to constitute a "group" within the meaning of Section
13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Act"), with
respect to the transaction described in Item 4 of this Schedule 13D and thus are
eligible to make a joint filing under Rule 13d-1(k) promulgated under the Act.
Except as expressly set forth in this Schedule 13D, each Reporting Person
disclaims beneficial ownership of the shares of Class A Common Stock
beneficially owned by the other Reporting Person or any other person. This
filing shall serve to amend and supplement the Amendment No. 3 to Schedule 13D
filed by the Reporting Persons with the Securities and Exchange Commission (the
"SEC") on June 2, 2004.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is hereby amended as follows:
On May 22, 2004 Samuel C. Johnson passed away and in connection
therewith Ms. Johnson-Leipold has succeeded Ms. Johnson as the trustee of the
Johnson Outdoors Inc. Class B Common Stock Voting Trust (
for a description of
the Voting Trust Agreement see Item 6 of Ms. Johnson-Leipold's Schedule 13D
filed with the SEC on January 10, 1994 and Item 6 of Amendment No. 1 to Ms.
Johnson's Schedule 13D filed with the SEC on January 14, 2004). The Voting Trust
holds shares of Class B Common Stock reported herein on pages 2 and 4.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
Item 7 is hereby amended as follows:
Exhibit No. Title
----------- -----
99.7. Amendment to Johnson Outdoors Inc. Class B Common Stock Voting
Trust.
SCHEDULE 13D
- -------------------------- --------------------------
CUSIP NO. 479254 10 4 PAGE 6 OF 9 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: June 24, 2004 /s/ Helen P. Johnson-Leipold
----------------------------------------
Helen P. Johnson-Leipold
Dated: June 24, 2004 /s/ Imogene P. Johnson
----------------------------------------
Imogene P. Johnson
Dated: June 24, 2004 Samuel C. Johnson 1988 Trust Number One
u/a September 14, 1988
/s/ Imogene P. Johnson
----------------------------------------
Imogene P. Johnson, co-Trustee
Exhibit 99.7
AMENDMENT TO VOTING TRUST AGREEMENT
WHEREAS, pursuant to powers reserved to them in paragraph 18
of that certain Voting Trust Agreement dated December 30, 1993 (the "Agreement")
among Imogene P. Johnson as Voting Trustee; Johnson Worldwide Associates, Inc.;
Johnson Heritage Trust Company as Depository; and certain shareholders of
Johnson Worldwide Associates, Inc., such parties wish to amend the Agreement in
certain respects;
WHEREAS, the Agreement was previously amended by Amendments to
Voting Trust Agreement dated March 3, 1995, October 29, 1997 and March 10, 1998
(the "Amendments"); and
WHEREAS, pursuant to the provisions of paragraph 14 of the
Agreement the parties wish to act by unanimous written consent rather than
through a special meeting of Voting Trust Unit Holders to effect such further
amendment.
NOW THEREFORE, in consideration of the premises and for
other good and valuable consideration, it is agreed as follows:
1. Capitalized terms used in the recitals and in the
Amendments shall have the same meaning as in the Agreement.
2. Whenever used in the Agreement or in the Amendments, the
terms "Johnson Worldwide Associates, Inc." and the "Corporation" shall both
refer to Johnson Outdoors Inc., a Wisconsin corporation.
3. Whenever used in the Agreement or in the Amendments, the
term "Johnson Heritage Trust Company" shall mean Johnson Trust Company, a
Wisconsin corporation.
4. Paragraph 11 of the Agreement, as amended by the
Amendments, is deleted and the following new paragraph 11 is substituted
therefor:
"11. VOTING TRUSTEE
--------------
"A. The initial Voting Trustee shall be Imogene P. Johnson.
Imogene P. Johnson shall serve as Voting Trustee until the earliest to
occur of (i) her death, (ii) her disability, (iii) her resignation or
(iv) the death of Samuel C. Johnson.
"B. If the initial Voting Trustee ceases to act for any
reason, Helen Johnson-Leipold, if legally competent, shall act as
successor Voting Trustee until the earliest to occur of (i) her death,
(ii) her disability, (iii) her resignation or (iv) the expiration of
the term of such trustee in accordance with the application of the
provisions of subparagraphs D and E below.
"C. Appointment of further successor voting trustees and
removal of a successor voting trustee, however appointed shall be
undertaken by a committee to be called the Voting Trustee Appointment
and Remover Committee (the `Committee') formed and convened as provided
below:
"(1) The Committee may be convened by the then acting Voting
Trustee of this Voting Trust or upon written notice, specifying the
purpose for which the Committee is to be convened, delivered to the
then acting Voting Trustee of the Voting Trust, by any of:
"(a) Any two or more parties to this Agreement;
"(b) Voting Trust Unit Holders who are legally
competent descendants of Samuel C. Johnson and who are members
of two or more Family Groups, defined in subparagraph C(2)(a),
below, or from one Family Group if there are then two or fewer
Family Groups;
"(c) Any legally competent descendant of Samuel C.
Johnson who is a Voting Trust Unit Holder, for the purpose of
selecting a successor Voting Trustee when a vacancy exists
which has not otherwise been filled; or
"(d) Samuel C. Johnson, if legally competent,
otherwise Imogene P. Johnson, if legally competent, otherwise
Helen Johnson-Leipold, if legally competent, otherwise the
non-Family Group member described in subparagraph C(2)(e)
below, on behalf of the descendants of Samuel C. Johnson who
are Voting Trust Unit Holders for the purpose of selecting a
successor Voting Trustee if, in the sole judgment of Samuel C.
Johnson, otherwise Imogene P. Johnson, otherwise Helen
Johnson-Leipold, otherwise such non-Family Group member, as
the case may be, the functions of the Committee can be better
served by having the Committee convened by Samuel C. Johnson,
Imogene P. Johnson, Helen Johnson-Leipold or the non-Family
Group member rather than by having the Committee convened by
such a descendant.
Should the acting Voting Trustee refuse or fail to convene the
Committee within fifteen (15) days after delivery of the written notice
referred to above, or should there be no then acting Voting Trustee,
then the Committee may be convened by any party who signed the original
written notice. The Committee is to be convened as soon as possible,
but not later than twenty-one (21) days after delivery of a written
notice referred to above in this subparagraph C(1). For purposes of
this subparagraph C(1), a descendant of Samuel C. Johnson can act
either in his or her individual capacity or in his or her capacity as a
fiduciary.
"(2) The Committee shall consist of Samuel C. Johnson, if he
is then living, legally competent and willing to act, otherwise Imogene
P. Johnson, if she is then living, legally competent and willing to
act, and one representative from each Family Group (defined below). If
Samuel C. Johnson cannot or does not act as a member of the Committee,
his place on the Committee shall be filled by Imogene P. Johnson, if
she is then living, legally competent and willing to act. If Imogene P.
Johnson cannot or does not act as a member of the Committee, her place
on the Committee shall be filled by a member selected in the manner
provided in subparagraph C(2)(e) below.
"(a) A Family Group shall be created and named for
each of the children of Samuel C. Johnson: S. Curtis Johnson;
Helen Johnson-Leipold; H. Fisk Johnson and Winifred J.
Marquart. The members of each Family Group shall consist of
the child of Samuel C. Johnson for whom the Family Group is
named and his or his respective lineal descendants (including
adopted persons).
"(b) Each Family Group shall be represented on the
Committee by the child of Samuel C. Johnson for whom the
Family Group is named as long as he or she is living, legally
competent and willing to act. A child of Samuel C. Johnson may
name one or more legally competent persons to act as his or
his successor as Family Group representative to act
immediately, prospectively or successively, but one at a time,
and may specify the term, order or circumstances under which
the successor is to serve in a writing filed with the Voting
Trust records, or by will. If such a designated successor is
not a descendant of Samuel C. Johnson then such designation,
and the term, order or other circumstances under which the
successor is to serve must be approved in writing by a
majority of Family Groups acting at the time the designation
is made, which approval shall not be unreasonably withheld.
Such written approval is to be filed with the appropriate
Voting Trust records. If a designated successor is not a
descendant of Samuel C. Johnson, he or she may be removed as
representative of a family group at any time after he or she
commences to serve as such by majority vote of the other
Committee members, other than the non-Family Group member.
"(c) If a Family Group does not have a representative
acting or designated pursuant to the preceding subparagraph
(b), the Family Group shall select one legally competent
member of such Family Group to represent the Family Group on
the Committee. Such selection shall be by majority vote of the
legally competent members of the Family Group who have
attained age thirty (30) years. If no such vote can be or is
taken, the eldest member of such Family Group who is willing
and legally competent to act shall represent the Family Group
on the Committee. The foregoing provisions of this
subparagraph (c) notwithstanding, if a member of a Family
Group is a Director or a Vice President or more senior officer
of Johnson Worldwide Associates, Inc. or of any successor to
its business, then such member, if legally competent and
willing to act, shall be the Family Group's representative on
the Committee. If more than one member of the Family Group is
such an officer, then the most senior officer in terms of
title held who is legally competent and willing to act shall
represent the Family Group. If two or more members of the
Family Group hold the same title, then the most senior in time
in that title who is legally competent and willing to act
shall represent the Family Group. These provisions shall apply
even if members of a Family Group with the same title are
employed by or are directors of different companies which are
successors to the business now being carried on by Johnson
Worldwide Associates, Inc. Samuel C. Johnson or Imogene P.
Johnson if Samuel C. Johnson for any reason is not a member of
the Committee, and each Family Group shall have one vote for
all purposes as to matters on which the Committee is to vote.
Each Family Group shall vote through its representative on the
Committee.
"(d) During any period in which there is no legally
competent member of a Family Group willing or able to act,
then such Family Group shall have no representative, unless
the child of Samuel C. Johnson for whom the Family Group is
named shall have lodged with the Voting Trust records a
written designation of a successor to represent such Family
Group and the written consent of a majority of the other
Family Groups, if required, has been lodged with the Voting
Trust records as provided in subparagraph C(2)(b), above.
"(e) If Samuel C. Johnson and Imogene P. Johnson are
both unable or unwilling to act as a member of the Committee,
his or her place as a member of the Committee shall be filled
by not less than one nor more than three individuals who are
not descendants of Samuel C. Johnson or spouses of descendants
of Samuel C. Johnson selected by a majority of the Family
Groups acting at the time the selection is to be made. Such
individual or individuals, shall be called the `non-Family
Group member.' If the non-Family Group member consists of more
than one individual, it shall, however, have a single vote as
to any matter in which it is entitled to vote, and such vote
shall be determined by majority vote of those individuals who
constitute the non-Family Group member.
"(f) If neither Samuel C. Johnson nor Imogene P.
Johnson is a member of the Committee, the non-Family Group
member selected to serve on the Committee in accordance with
subparagraph C(2)(e) above, shall be a person or persons of
good judgment, experienced in business and related affairs,
who is or who are knowledgeable of the family of Samuel C.
Johnson (the `Johnson Family') and of the goals and objectives
of the Johnson Family, including the relationship of this
Voting Trust to the business being conducted by Johnson
Worldwide Associates, Inc. or of any successor to its
business. The non-Family Group member shall act as an advisor
to the Committee. It would be expected that if the
representatives of the Family Groups are unable to agree upon
a particular course of action, the views and counsel of such
non-Family Group member would be given substantial weight by
the Committee. The non-Family Group member shall be a voting
member of the Committee only as hereinafter provided in
subparagraph E(2), below.
"D. If the Committee is convened to consider the removal of an
acting Voting Trustee, the Committee shall function as provided below:
"(1) The Committee may retain counsel or other experts it
deems appropriate, and all such costs attributable to such retention
shall be proper expenses of the Voting Trust.
"(2) The Committee may seek and review whatever information it
deems pertinent. However, it must consider the following areas, if
relevant to the evaluation of the Voting Trustee when removal is being
considered:
"(a) Performance of the Voting Trustee as a fiduciary
including voting of stock and trust distributions;
"(b) Any pertinent medical information;
"(c) Any threatened, pending, existing or resolved
litigation involving the Voting Trustee personally or as
Voting Trustee; and
"(d) Any pending, existing or resolved criminal or
administrative proceeding involving the Voting Trustee
personally or as Voting Trustee.
"(3) Each member of the Committee other than the non-Family
Group member shall have one vote. A vote of a majority of Committee
members eligible to vote for removal shall be required to remove an
acting Voting Trustee. Upon the vote of removal and the delivery to the
acting Voting Trustee of a written notice of removal, the term of an
acting voting Trustee shall terminate.
"E. In the event of any vacancy in the office of Voting
Trustee, whether as a result of the removal of a Voting Trustee, or
because of a Voting Trustee's resignation, death, incapacity,
expiration of term, or otherwise, the Committee convened in the manner
provided in subparagraph B above, or if convened for purposes of
removing an acting Voting Trustee, such Committee as then constituted,
shall fill such vacancy.
"(1) The appointment of a successor Voting Trustee by the
Committee shall be by majority vote of Committee members eligible to
vote for a successor Voting Trustee. A successor Voting Trustee shall
be a descendant of Samuel C. Johnson (including adopted persons) so
long as one is living, legally competent and willing to serve as
successor Voting Trustee. If the Committee determines that there is
then no such descendent, the Committee may appoint as successor Voting
Trustee a person who is not a descendant of Samuel C. Johnson, or a
corporation to act, subject to the provisions of this paragraph 11.
"(2) If no majority vote is attained, then Samuel C. Johnson,
if then a member of the Committee, otherwise Imogene P. Johnson, if
then a member of the Committee, otherwise the non-Family Group member
of the Committee, shall vote to break the deadlock and the candidate
for whom Samuel C. Johnson, Imogene P. Johnson or such non-Family Group
member's vote is cast shall be deemed to have received a majority of
votes cast.
"(3) The appointment of a successor Voting Trustee by the
Committee shall become effective upon delivery of the written
acceptance of such successor Voting Trustee to the Committee. Each
successor voting trustee, including the successor appointed herein by
Samuel C. Johnson, shall serve a term of five (5) years, subject to the
other provisions of this paragraph 11.
"(4) If the Committee fails to convene to select a successor
Voting Trustee at the end of any five (5) year term and if such failure
continues for a period of thirty (30) days following the expiration of
any such five (5) year term, the tenure of any successor Voting Trustee
acting hereunder shall automatically continue for an additional five
(5) year period without the requirement of an additional acceptance by
the successor Voting Trustee.
"(5) In selecting a successor Voting Trustee, the Committee
shall review and evaluate those factors it deems necessary to reach a
decision which reflects the interests of the Unit Holders of this
Voting Trust and of the descendants of Samuel C. Johnson, and which
will protect, strengthen and continue the relationship between those
individuals and the principal family business now carried on under the
name of Johnson Worldwide Associates, Inc. In addition to the other
factors the Committee deems important, it shall also consider as to a
candidate for successor Voting Trustee:
"(a) Demonstrated business accomplishments;
"(b) Demonstrated leadership abilities;
"(c) Demonstrated sound judgment;
"(d) Knowledge of the business or businesses of
Johnson Worldwide Associates, Inc.;
"(e) Personal achievements of a civic, philanthropic
or political nature;
"(f) Working relationship with descendants of Samuel
C. Johnson; and
"(g) Willingness to assume the duties and
responsibilities of successor Voting Trustee.
"(6) No successor Voting Trustee appointed or acting pursuant
to this paragraph 11 shall be responsible for the acts of his or her
predecessor.
"F. Notice under subparagraphs C, D and E above shall be
deemed delivered three (3) business days after written notice is placed
in the United States mail, postage prepaid.
"G. In order that members of the Family Groups can be apprised
of the activities of a successor Voting Trustee appointed under the
provisions of this paragraph 11, a successor Voting Trustee will
provide an annual report to each adult descendant of Samuel C. Johnson
who is a Unit Holder of the Voting Trust living at the end of each
calendar year. This report should include appropriate financial
information for the Voting Trust.
"H. Notwithstanding any other provisions hereof, anyone acting
as a successor Voting Trustee appointed or designated under the
provisions of this document, other than Samuel C. Johnson or Imogene P.
Johnson, shall, upon reaching the age of seventy (70) years, resign as
successor Voting Trustee and cause the Committee to convene to appoint
a successor as provided in subparagraph E above.
"I. `Such questioned person' for all purposes of this document
shall mean any committee member or prospective Committee member, and
any acting Voting Trustee of the Voting Trust, including Samuel C.
Johnson or Imogene P. Johnson, as to whom a question arises hereunder
regarding his or her physical or mental capacity, including a decision
as to whether a successor Voting Trustee should be appointed because of
the incapacity of such questioned person. The procedure set forth in
this subparagraph I shall be followed when an issue arises as to the
physical or mental capacity of such questioned person and there has not
been a formal adjudication of incompetency or equivalent finding, nor
has a guardian or conservator been appointed for such questioned
person.
"(1) The Committee shall be convened as provided in
subparagraph C above.
"(2) The Committee shall determine by majority vote of
Committee members eligible to vote (excluding for this purpose the
non-Family Group member and such questioned person, if then eligible to
act as a Committee member) whether or not circumstances exist which
warrant a formal medical review of the physical or mental condition or
capacity of such questioned person.
"(3) If there is a majority vote to proceed with a formal
medical review referred to above, then the Committee shall select a
group of three examining physicians. If a physician shall have examined
such questioned person within eighteen (18) months preceding the date
the Committee is convened pursuant to subparagraph (a), above, then the
most recent such physician to have examined such questioned person who
is willing to act as such shall be an examining physician. The
remaining examining physicians shall be physicians employed by the Mayo
Foundation of Rochester, Minnesota and selected under the supervision
of its Board of Governors. At least one of the examining physicians
shall be a psychiatrist.
"(4) Each examining physician shall examine such questioned
person. With such questioned person's prior written authorization to
release resulting medical information to the Committee, each examining
physician shall provide a written opinion to the Committee stating
whether, in such examining physician's professional opinion such
questioned person is incapable or impaired from functioning as Voting
Trustee or successor Voting Trustee of the Voting Trust, or to act as a
Committee member under the provisions of this document and if so, the
nature of such incapacity or impairment. In addition, the examining
physicians shall describe any addictive condition, any psychological or
psychiatric impairment, and any neurological or other condition which
such questioned person has and which may affect such questioned
person's actions as Voting Trustee, successor Voting Trustee, committee
member or prospective committee member. For the guidance of the
examining physicians, the duties of Voting Trustee or successor Voting
Trustee of the Voting Trust require an ability to: understand the
business being conducted by Johnson Worldwide Associates, Inc., of
Racine, Wisconsin; vote the stock of Johnson Worldwide Associates, Inc.
held by the Trust in the election of directors, or otherwise; and
otherwise exercise the responsibilities and duties of a Voting Trustee.
The duties of a Committee member include maintaining an on-going
awareness of the activities of an acting Voting Trustee, participation
in any decisions as to whether an acting Voting Trustee should be
removed, and participation in the selection of a successor Voting
Trustee whenever a vacancy in the office of Voting Trustee occurs.
"(5) The Committee shall review the written professional
opinions of the examining physicians and determine, by majority vote of
Committee members eligible to vote (excluding for this purpose the
non-Family Group member and such questioned person, if then eligible to
serve as a Committee member) whether action with regard to such
questioned person is advisable including but not limited to determining
whether to remove an acting Voting Trustee and to appoint a successor
Voting Trustee. With specific regard to Samuel C. Johnson or Imogene P.
Johnson, neither shall continue to act as Voting Trustee, and shall be
deemed to have resigned as Voting Trustee, if at least two of the three
examining physicians indicate that Samuel C. Johnson or Imogene P.
Johnson is unable to continue to act as Voting Trustee of the Voting
Trust. In such event, the Committee shall implement the provisions of
this paragraph 11 as to the appointment of a successor trustee. The
decisions of the Committee in these regards shall be binding upon all
interested persons, including Samuel C. Johnson or Imogene P. Johnson.
"(6) To facilitate the implementation of this subparagraph I,
any person acting as a Voting Trustee or as a successor Voting Trustee
of the Voting Trust shall endeavor to have a thorough medical
evaluation at least once every eighteen (18) months. Failure of any
person to have such a medical evaluation shall not, however, by itself,
be the basis for requiring an examination by the examining physicians.
"(7) Failure of a questioned person within three months from
the time a request is made by the Committee to be examined by the
examining physicians, or to execute a written authorization of release
of medical information from the examination to the Committee, may be
considered by the Committee as a basis for concluding that such
questioned person is incapacitated.
"(8) The provisions of this subparagraph I are intended to
provide a procedure for the Committee to follow in the event a question
regarding physical or mental capacity arises, and are not intended to
reduce or otherwise affect the absolute power of the Committee to
remove a successor Voting Trustee with or without cause as provided in
subparagraph D above.
"(9) Members of the Committee and each person acting as a
Voting Trustee or successor Voting Trustee of the Voting Trust, on
behalf of themselves and their respective successors in interest, shall
be deemed to agree, as an inducement to obtain the participation of an
examining physician, to indemnify and hold harmless each such examining
physician and such examining physician's employers, agents, assigns and
successors in interest from any civil liability arising from the
performance of the duties of an examining physician hereunder, to the
extent any such civil liability does not arise from such examining
physician's gross negligence or willful misconduct."
"J. If a vacancy has not otherwise been filled within sixty
(60) days from the date the vacancy occurs, a successor Voting Trustee
shall be elected by a majority of Units then outstanding."
"K. The rights, powers and privileges of the initial Voting
Trustee named hereunder shall extend to and be exercised by any
successor Voting Trustee, with the same effect as if such successor or
successors had originally been a party to this Agreement. The word
`Trustee,' as used in this Agreement, means the Voting Trustee or any
successor Voting Trustee acting hereunder, and shall include both the
singular and the plural number. The words `he,' `him' and `his' as used
in this Agreement in reference to the Voting Trustee shall mean `they,'
`them' and `their' respectively, when more than one Voting Trustee is
acting hereunder, or `she,' `her' or `hers,' respectively, if the
Voting Trustee is female. Whenever more than two Voting Trustees are
acting hereunder, or when the Committee is acting or voting, decisions
shall be made by a majority of the Voting Trustees or of the Committee
then acting, unless otherwise herein provided.
"L. The Voting Trustee is not to receive any compensation for
his or her services hereunder. The Voting Trustee may employ counsel
and obtain such other assistance as may be necessary or convenient in
the performance of his or her functions. The Voting Trustee shall be
reimbursed and indemnified by the Voting Trust Unit Holders for and
against any and all claims, expenses and liabilities incurred by him or
her, or asserted against him or her, in connection with or growing out
of this Agreement or the discharge of his or her duties hereunder,
other than in connection with the gross negligence or willful
misconduct of the Voting Trustee. Any such claims, expenses or
liabilities shall be charged to the Voting Trust Unit Holders pro rata,
and m
ay be deducted from the dividends or other distributions to them,
or may be made a charge payable conditioned upon the delivery of voting
shares in exchange for Voting trust Units as provided herein and the
Voting Trustee shall be entitled to a lien therefor upon the voting
shares, funds or other property held in his or her possession.
"M. Under no circumstances shall the Voting Trustee have any
power or authority to engage in any trade or business or in any other
activity not specifically contemplated herein.
"N. Any dispute or disagreement which cannot be resolved under
the provisions of this paragraph 11 shall be resolved by arbitration
pursuant to the commercial rules of arbitration of the American
Arbitration Association in effect in Milwaukee, Wisconsin at the time
such matter is submitted for arbitration.
"O. Each paragraph and each subparagraph of this paragraph 11
shall be severable from each other and if any provision hereof shall be
declared invalid, it shall not affect the other provisions hereof, or
their application, provided they can be given effect without the
invalid provision."
5. The parties in all other respects ratify and confirm the
Agreement, as amended.
Executed at Racine, Wisconsin this 29th day of April, 2004.
/s/ Imogene P. Johnson
- -------------------------------------
Imogene P. Johnson, as Voting Trustee
JOHNSON OUTDOORS INC.
By: /s/ Helen Johnson-Leipold
---------------------------------
As its: Chairman
/s/ Helen Johnson-Leipold
- -------------------------------------
Helen Johnson-Leipold, as successor trustee 135,000 units
of the Samuel C. Johnson Family Trust dated
December 23, 1986
JWA CONSOLIDATED, INC. 685,536 units
By: /s/ Linda L. Sturino
-------------------------------
As its: Vice President
/s/ S. Curtis Johnson
- -------------------------------------
S. Curtis Johnson, as successor trustee of the 105,128 units
H. F. Johnson Foundation Trust #1 f/b/o
Samuel C. Johnson, et al, dated January 1, 1965
/s/ Samuel C. Johnson
- -------------------------------------
Samuel C. Johnson, as trustee of the H.F. 64,620 units
Johnson Distributing Trust #1 f/b/o Samuel
C. Johnson, et al, dated December 31, 1959
/s/ Samuel C. Johnson
- -------------------------------------
Samuel C. Johnson, as trustee of the Samuel 47,046 units
C. Johnson 1988 Trust Number One dated
September 14, 1988
JOHNSON BANK
By: /s/ Brian Lucareli
----------------------------------
As its: Senior Vice President
Depository