SCHEDULE 14A INFORMATION
Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [X]
a Party other than the Registrant [ ]
Check the appropriate box:
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
Material Pursuant to § 240.14a-11(c) or § 240.14a-12
JOHNSON OUTDOORS, INC.
of Registrant as Specified in its Charter)
(Name of Person(s)
Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the
computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
of each class of securities to which transaction applies:
number of securities to which transaction applies:
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
maximum aggregate value of transaction:
paid previously with preliminary materials.
box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
Schedule or Registration Statement No.:
Filed by Johnson
Pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
February 9, 2005, Johnson Outdoors Inc. sent communications to its employees respecting
the Agreement and Plan of Merger providing for the merger of JO Acquisition Corp., a
Wisconsin corporation, with and into Johnson Outdoors, with Johnson Outdoors as the
surviving corporation. Under the terms of the proposed merger, public shareholders of
Johnson Outdoors would receive cash for their shares, and the members of the Johnson
family would acquire 100% ownership of Johnson Outdoors. A copy of the communications sent to
the employees follows as part of this filing under Rule 14a-12 of the Securities Exchange
Act of 1934, as amended.
|Kevin J. Mooney
|Vice President - Human Resources
Date: February 9, 2005
Johnson Outdoors Employees
information regarding the proposed going-private merger
It is currently anticipated that on
February 15, 2005, proxy materials will be mailed to Johnson Outdoors (the
Company) shareholders enabling them to vote on the merger agreement between
Johnson Outdoors and JO Acquisition Corp., a corporation formed by our Chairman and
Chief Executive Officer, Helen Johnson Leipold, by which the Company would be
returned to private ownership. If you own Johnson Outdoors stock please watch for
this important mailing. The proxy statement and accompanying proxy card will
contain information as to the voting process.
A special meeting of Johnson
Outdoors shareholders is scheduled for March 22, 2005, in Racine, Wisconsin, at the
Racine Marriott, starting at 9.30 a.m., during which meeting it will be determined
and announced whether an adequate number of votes have been cast for
approval of the merger agreement to allow the return of the Company to private
ownership. Among other required votes, the affirmative vote of at least 80% of all
votes entitled to be cast at the special meeting and 66-2/3% of the votes represented by
outstanding shares of Johnson Outdoors common stock not beneficially owned by members of
the Johnson family participating in the merger or JO Acquisition Corp. is necessary for
the merger agreement to be approved. Should enough votes be cast in favor of
approval of the merger agreement, it is currently expected that the merger would occur
returning the Company to private status within two business days after the date
of the shareholders meeting, if all other conditions to the merger have been
satisfied or waived.
If you have shares of stock in the
Companys Retirement and Savings Plan (the 401(k) plan), hold Company
stock options, hold shares of common stock purchased under the Johnson Outdoors Employee
Stock Purchase Plan, or hold shares purchased on the open market or through the exercise
of Company stock options, please note the following important information:
401(k) Plan Each
share of Johnson Outdoors common stock held in the 401(k) plancommon
stock fund at the time the merger becomes effective will be cancelled in
exchange for the per-share merger consideration of $20.10 per share. The
aggregate merger consideration to which you are entitled by virtue of your
ownership of shares in the common stock fund will be deposited into the
Stable Value Fund and you will have the opportunity to rebalance your portfolio
as you deem appropriate. Please note that this is a change from information
included in the Question and Answer document issued on October 29th at
which time it was stated that the your share of the common stock fund would
be proportionately allocated among your remaining investment elections.
As for the voting at the special
meeting of shares held in the 401(k) plan common stock fund, an organization
called Innisfree M&A Incorporated will provide Johnson Outdoors 401(k) plan
participants who hold shares of
Johnson Outdoors common stock through the plan with forms on which participants may
communicate their voting instructions with respect to those shares. If you do not
provide voting instructions, the plan trustee will vote your 401(k) plan
shares in the same proportion as all shares in the plan for which voting instructions have
been received are voted.
Please reference the attached if you
are contributing to the Johnson Outdoors common stock fund and/or have a balance in this
fund for more details on the impact of the proxy statement and the proposed merger on
shares held in the common stock fund.
Stock Options and Option
Shares Employees who hold company stock options will be
receiving instructions from me under separate cover. A stock option does not entitle
the holder to a vote at the special meeting. Shares of Johnson Outdoors common stock that
you hold as a result of having exercised Company stock options should be voted in
accordance with the process that will be described in the proxy materials.
Employee Stock Purchase
Plan The proxy statement will contain instructions as
to how to vote any shares that you hold of record, including any such shares you
acquired through the Employee Stock Purchase Plan. The Company will not be
coordinating this process so please pay close attention to the instructions. If
any of your shares are held of record by a broker, nominee, fiduciary or other custodian,
the broker, nominee, fiduciary or other custodian will forward you a set of the proxy
materials, together with directions regarding how to instruct it to vote those shares.
Stock you have purchased in the
open market If you hold shares of Johnson Outdoors common
stock purchased in the open market, such shares should be voted in
accordance with the process described in the proxy materials. If any of your
shares are held of record by a broker, nominee, fiduciary or other custodian, the broker,
nominee, fiduciary or other custodian will forward you a set of the proxy materials,
together with directions regarding how to instruct it to vote those shares.
In summary, please note that
depending on your situation you may receive multiple mailings, including the
from Innisfree M & A if you have shares in the 401(k) plan;
separate mailing from me regarding unexercised stock options;
Separate proxy mailings for voting of shares which could fall into one or
more of the following categories:
you have accumulated under the Employee Stock Purchase Plan;
you have accumulated from exercised stock options, and;
you have accumulated from purchase on the open market.
On a final note, should the merger be
approved, as soon as reasonably practicable after the effective time of the merger, the
paying agent will mail to each record holder their proceeds. U.S. Citizens and Permanent
Residents will be subject to applicable tax withholding; foreign nationals will receive
the gross proceeds and will be personally responsible for applicable reporting and
taxation in accordance with local country requirements. The paying agent will also
provide instructions that will explain how to surrender stock certificates. You will
receive cash for your shares from the paying agent after you comply with those
instructions. If your shares are held for you by a broker, nominee, custodian or other
fiduciary, you will receive instructions from the broker, nominee, custodian or
other fiduciary as to how to effect the surrender of your shares and receive cash for
If you have any questions, please
email me at email@example.com or call me at 262-631-6652.
Johnson Outdoors has filed a
preliminary proxy statement and other preliminary proxy materials regarding the proposed
merger with the U.S. Securities and Exchange Commission (SEC). The definitive proxy
statement (when available) will be sent to shareholders of Johnson Outdoors seeking their
approval of the merger agreement at a special meeting of shareholders.
Shareholders are urged to read the definitive proxy statement and any other relevant
document when they become available, because they will contain important information about
Johnson Outdoors, the proposed merger and related matters. Shareholders may obtain a
free copy of the definitive proxy statement (when available) and other documents filed by
Johnson Outdoors with the SEC at the SECs web site at www.sec.gov. The definitive
proxy statement (when available) and other related SEC documents may also be obtained free
of charge by directing a request to Cynthia Georgeson, Johnson Outdoors Inc.,
555 Main Street, Racine, Wisconsin 53403, tel: (262) 631-6600.
In addition to Johnson Outdoors, the
companys directors and executive officers may be deemed to be participants in the
solicitation from Johnson Outdoors shareholders of proxies in favor of approval of the
merger agreement. Such participants may have interests in the merger, including as a
result of holding shares of Johnson Outdoors common stock or derivative securities, such
as stock options, the value of which is related to the price of Johnson Outdoors common
stock. Information regarding the participants and their interests will be contained in the
definitive proxy statement to be filed by Johnson Outdoors with the SEC in connection with
the special meeting of shareholders.
Johnson Outdoors Inc.
Retirement and Savings Plan
Detailed below is important
information for employees that are contributing to and/or have a balance in the Johnson
Outdoors common stock fund (the stock fund):
contributions and the ability to transfer money from other funds into the stock fund will
be closed as of the end of the business day before the record date as noted in the proxy.
With the record date being February 14, 2005, the stock fund will close on Friday,
February 11, 2005 at 4:00pm EST and will remain closed until such time as it is determined
whether the company will be returning to private status per the merger agreement.
aforementioned only affects your ability to make continuing contributions and transfers
into the stock fund. Transfers out of and withdrawals from the stock fund will be allowed
during the period the fund is closed.
may reallocate your account elections for future contributions at anytime by logging on to
the Plans web site at www.ibenefitcenter.com or by calling the toll-free
number at 1-800-685-6474.
the period which the stock fund is closed, any contributions that would have otherwise
been directed into the stock fund will be credited to the Putnam Stable Value Fund. During
this period you continue to have the ability to rebalance your portfolio by contacting the
Plan via their website or phone.
the event that a return to private status is approved, all stock fund transactions
(including transfers out and withdrawals) will be frozen for a period
of not more than 3 business days prior to the merger. This is required in order to
facilitate the administration of the transfer to the purchasing agent following the
IF THE MERGER IS
If the merger is approved, and you
have a balance in the stock fund, the shares held in that fund will be transferred to the
purchasing agent and the cash merger proceeds will be transferred back to Mercer. The
stock fund will then be discontinued and Mercer will deposit your proceeds into the Putnam
Stable Value Fund. These funds will remain in the Putnam Stable Value Fund unless you
elect to rebalance your portfolio.
IF THE MERGER IS NOT
If the merger is not approved the
stock fund will continue and new contributions and transfers into the stock fund will be
permitted. To resume contributions you will need to do so by using
the Plans web site, www.ibenefitcenter.com or the toll-free number