UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Johnson Outdoors Inc.
--------------------------------------------------------------------------------
(Name of Issuer)
Class A Common Stock, par value $.05 per share
--------------------------------------------------------------------------------
(Title of Class of Securities)
479254 10 4
--------------------------------------------------------------------------------
(CUSIP Number)
Linda L. Sturino
555 Main Street
Suite 500
Racine, Wisconsin 53403
(262) 260-4046
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
March 23, 2004
--------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
|_|
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13D
------------------------------ ------------------------------
CUSIP NO. 479254 10 4 PAGE 2 OF 6 PAGES
------------------------------ ------------------------------
---------- ---------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
JWA Consolidated, Inc.
39-1565071
---------- ---------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
2 (b) [ ]
---------- ---------------------------------------------------------------------
3 SEC USE ONLY
---------- ---------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
Not applicable
---------- ---------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
---------- ---------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
---------- ---------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER 114,464 shares
OF
-------- ------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 1,037,330 shares (1)
OWNED
-------- ------------------------------------------
BY 9 SOLE DISPOSITIVE POWER
EACH 114,464 shares
REPORTING
-------- ------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 1,037,330 shares (1)
---------------------------- -------- ------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,151,794 shares (1)
---------- ---------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) |_|
---------- ---------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.3% of the Class A Common Stock (1)(2)
---------- ---------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN
---------- ---------------------------------------------------------------------
(1) Includes 1,037,330 shares of Class B Common Stock beneficially owned by the
Reporting Person which are convertible at any time into Class A Common Stock on
a one share-for-one share basis.
(2) Based on 7,446,528 shares of Class A Common Stock and 1,222,297 shares of
Class B Common Stock (convertible into shares of Class A Common Stock on a one
share-for-one share basis) of Johnson Outdoors Inc. outstanding as of January
31, 2004, as reported on the Johnson Outdoors Inc. Form 10-Q for the fiscal
quarter ended January 2, 2004 filed with the Securities and Exchange Commission
on February 17, 2004.
SCHEDULE 13D
------------------------------ ------------------------------
CUSIP NO. 479254 10 4 PAGE 3 OF 6 PAGES
------------------------------ ------------------------------
THIS SCHEDULE 13D is filed by JWA Consolidated, Inc. (the "Reporting
Person"). This filing shall serve to amend the Reporting Person's Schedule 13D
most recently amended by Amendment No. 1 filed with the Securities and Exchange
Commission on January 13, 1994.
ITEM 1. SECURITY AND ISSUER.
Class A Common Stock, par value $.05 per share
Johnson Outdoors Inc. (the "Company")
555 Main Street
Racine, Wisconsin 53403
ITEM 2. IDENTITY AND BACKGROUND.
(a) - (b) JWA Consolidated, Inc.
555 Main Street
Racine, Wisconsin 53403
(c) Not applicable.
(d) - (e) During the last five years the Reporting Person has not been
convicted in a criminal proceeding or been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
(f) State of Organization: Delaware.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Not applicable.
ITEM 4. PURPOSE OF TRANSACTION.
On February 20, 2004, the Company issued a press release to announce
that Samuel C. Johnson and Helen P. Johnson-Leipold had submitted a non-binding
proposal to acquire the outstanding shares of the Company not already owned by
them or any member of their family or entities controlled by them. On March 19,
2004, the Company issued a press release to announce that Samuel C. Johnson and
Helen P. Johnson-Leipold extended their non-binding proposal for an additional
sixty days. The Reporting Person is a member of Mr. Johnson's and Ms.
Johnson-Leipold's extended family. At this time, the Reporting Person is
considering its alternatives with respect to the non-binding proposal and how
such alternatives may affect its stockholdings in the Company. These
alternatives may include one or more of the actions enumerated in paragraphs (a)
through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
SCHEDULE 13D
------------------------------ ------------------------------
CUSIP NO. 479254 10 4 PAGE 4 OF 6 PAGES
------------------------------ ------------------------------
(a)-(b) Information concerning the amount and percentage of shares of
Class A Common Stock beneficially owned by the Reporting Persons is set forth
below:
---------------------------- --------------------- ---------------------- ------------------------- -----------------------
Reporting Person Sole Voting and Shared Voting and Aggregate Beneficial Percentage of
Dispositive Power Dispositive Power Ownership Outstanding Shares
---------------------------- --------------------- ---------------------- ------------------------- -----------------------
JWA Consolidated, Inc. 114,464 1,037,330 (1) 1,151,794 (1) 13.3% (1)(2)
---------------------------- --------------------- ---------------------- ------------------------- -----------------------
(1) Includes 1,037,330 shares of Class B Common Stock beneficially owned by the
Reporting Person which are convertible at any time into Class A Common Stock on
a one share-for-one share basis.
(2) Based on 7,446,528 shares of Class A Common Stock and 1,222,297 shares of
Class B Common Stock (convertible into shares of Class A Common Stock on a one
share-for-one share basis) of the Company outstanding as of January 31, 2004, as
reported on the Company's Form 10-Q for the fiscal quarter ended January 2, 2004
filed with the Securities and Exchange Commission on February 17, 2004.
The Reporting Person shares voting and dispositive power with respect
to certain shares with Samuel C. Johnson, Imogene P. Johnson and Helen P.
Johnson-Leipold. Certain information with respect to such persons is set forth
below:
------------------------------------------ ------------------------------------ --------------------------------------
Name and Business Address Principal Occupation and Employment Name, Address and Principal Business
------------------------------------------ ------------------------------------ --------------------------------------
Samuel C. Johnson Retired None
555 Main Street
Racine, WI 53403
Citizenship: United States
------------------------------------------ ------------------------------------ --------------------------------------
Helen P. Johnson-Leipold Chairman and Chief Executive Johnson Outdoors Inc.
555 Main Street Officer of the Company
Racine, WI 53403
Citizenship: United States
------------------------------------------ ------------------------------------ --------------------------------------
Imogene P. Johnson None None
555 Main Street
Racine, WI 53403
Citizenship: United States
------------------------------------------ ------------------------------------ --------------------------------------
During the last five years, none of the above persons has been
convicted in a criminal proceeding or has been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to federal
or state securities laws or finding any violation with respect to such laws.
(c)-(e). Not Applicable.
SCHEDULE 13D
------------------------------ ------------------------------
CUSIP NO. 479254 10 4 PAGE 5 OF 6 PAGES
------------------------------ ------------------------------
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
See Item 4 to Amendment No. 1 to Schedule 13D filed with Securities and
Exchange Commission by the Reporting Person on January 13, 1994.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
Exhibit 99.1 Letter to the Board of Directors of the Company,
dated as of February 20, 2004, delivered by Samuel C.
Johnson and Helen Johnson-Leipold (incorporated by
reference to Exhibit 99.2 of the Company's Form 8-K
filed with the Securities and Exchange Commission on
February 20, 2004).
Exhibit 99.2 Extension Letter to the Board of Directors of the
Company, dated as of March 19, 2004, delivered by
Samuel C. Johnson and Helen Johnson-Leipold
(incorporated by reference to Exhibit 99.4 of
Amendment No. 1 to the Schedule 13D filed by Samuel
C. Johnson and Helen Johnson-Leipold on March 19,
2004).
Exhibit 99.3 The Johnson Outdoors Inc. Class B Common Stock
Voting Trust Agreement (incorporated by reference to
Amendment No. 1 to Schedule 13D filed by the
Reporting Person with the Securities and Exchange
Commission on January 14, 1994).
SCHEDULE 13D
------------------------------ ------------------------------
CUSIP NO. 479254 10 4 PAGE 6 OF 6 PAGES
------------------------------ ------------------------------
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
JWA Consolidated, Inc.
Dated: March 23, 2004 /s/ Imogene P. Johnson
------------------------ -------------------------------
By: Imogene P. Johnson
Title: President and Director