Edgar Filing: JOHNSON OUTDOORS INC

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ____)*

JOHNSON OUTDOORS INC.
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(Name of Issuer)

Class A Common Stock, par value $.05 per share
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(Title of Class of Securities)

479254 10 4
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(CUSIP Number)

Linda L. Sturino
555 Main Street
Suite 500
Racine, Wisconsin 53403
(262) 260-4046

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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)

February 20, 2004
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(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

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CUSIP NO. 479254 10 4 PAGE 2 OF 12 PAGES
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NAME OF REPORTING PERSON
1 Samuel C. Johnson

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [x]
2 (See Instructions) (B) [ ]

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3 SEC USE ONLY

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4 SOURCE OF FUNDS (See Instructions)
SC and BK
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEMS 2(d) or 2(e)

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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States

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7 SOLE VOTING POWER
NUMBER 2,477,323 shares (1)(2)
OF
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SHARES 8 SHARED VOTING POWER
BENEFICIALLY 1,135,330 shares (2)
OWNED
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BY 9 SOLE DISPOSITIVE POWER
EACH 2,477,323 shares (1)(2)
REPORTING
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PERSON 10 SHARED DISPOSITIVE POWER
WITH 1,135,330 shares (2)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,612,652 shares (1)(2)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES |X|
CERTAIN SHARES (See Instructions) See Item 5
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.6% of the Class A Common Stock (1)(2)(3)
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14 TYPE OF REPORTING PERSON (See Instructions)
IN

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(1) Includes options to 12,695 acquire shares of Class A Common Stock
that 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) 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, and 12,695 options held by Mr. Johnson to
purchase shares of Class A Common Stock that are exerciseable within 60 days.

SCHEDULE 13D

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CUSIP NO. 479254 10 4 PAGE 3 OF 12 PAGES
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NAME OF REPORTING PERSON
1 Helen P. Johnson-Leipold

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [x]
2 (See Instructions) (B) [ ]

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3 SEC USE ONLY

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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
NUMBER 808,155 shares (1)(2)
OF
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SHARES 8 SHARED VOTING POWER
BENEFICIALLY 1,329,308 shares (2)
OWNED
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BY 9 SOLE DISPOSITIVE POWER
EACH 808,155 shares (1)(2)
REPORTING
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PERSON 10 SHARED DISPOSITIVE POWER
WITH 1,329,308 shares (2)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,137,463 shares (1)(2)

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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES |X|
CERTAIN SHARES (See Instructions) See Item 5

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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.9% of the Class A Common Stock (1)(2)(3)
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14 TYPE OF REPORTING PERSON (See Instructions)
IN

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(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 7,446,528 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, and 655,000 options held by Ms. Johnson-Leipold
to purchase shares of Class A Common Stock that are exerciseable within 60 days.

SCHEDULE 13D

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CUSIP NO. 479254 10 4 PAGE 4 OF 12 PAGES
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THIS SCHEDULE 13D is filed jointly by Samuel C. Johnson ("Mr. Johnson")
and Helen P. Johnson-Leipold ("Ms. Johnson-Leipold"). In this Schedule 13D, Mr.
Johnson and Ms. Johnson-Leipold 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. The
agreement between the Reporting Persons relating to the joint filing of this
Schedule 13D is attached hereto as Exhibit 99.1. This joint filing shall also
serve to amend Mr. Johnson's Schedule 13D most recently amended by Amendment No.
11 filed with the Securities and Exchange Commission (the "SEC") on July 10,
2003 and Ms. Johnson-Leipold's Schedule 13D most recently amended by Amendment
No. 2 filed with the SEC on July 8, 2003.

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) Mr. Johnson
555 Main Street
Racine, Wisconsin 53403

Ms. Johnson-Leipold
555 Main Street
Racine, Wisconsin 53403

Ms. Johnson-Leipold - Chairman and Chief Executive
Officer of the Company.
Johnson Outdoors Inc.
555 Main Street
Racine, Wisconsin 53403

Manufacturer and marketer of recreational products.

(d) - (e) During the last five years, neither of the Reporting
Persons has 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) The Reporting Persons are both citizens of the United States.

SCHEDULE 13D

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CUSIP NO. 479254 10 4 PAGE 5 OF 12 PAGES
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

As described in the Letter attached hereto as Exhibit 99.3, the
Reporting Persons currently contemplate financing the potential transaction
described in Item 4 below through a combination of loan proceeds from a bank or
other lending institution and available cash in the Company. The Reporting
Persons have received preliminary indications of interest from nationally
recognized lending institutions with respect to the financing for the proposed
transaction.

For information concerning the sources and amounts of funds or other
consideration used by the Reporting Persons to acquire their existing shares of
the Company's Class A Common Stock or Class B Common Stock see Amendment No. 11
to Schedule 13D filed with the SEC by Mr. Johnson on July 10, 2003, and also
Amendment No. 2 to Schedule 13D filed with the SEC by Ms. Johnson-Leipold on
July 10, 2003.

ITEM 4. PURPOSE OF TRANSACTION.

On February 20, 2004, the Reporting Persons delivered a letter to the
Board of Directors of the Company (the "Letter") presenting a proposal whereby
an entity to-be-created by the Reporting Persons ("Acquisition Co.") would
acquire all of the outstanding shares of Class A Common Stock and Class B Common
Stock of the Company not already owned by the Reporting Persons, members of
their family, or entities controlled by the Reporting Persons or members of
their families (the "Shares"). The Letter is attached as Exhibit 99.3 hereto.

In the Letter, the Reporting Persons propose that, if an agreement is
reached with respect to a potential transaction, the transaction would be
structured as a merger under the laws of the State of Wisconsin whereby
Acquisition Co. (or an affiliate thereof) would be merged with and into the
Company, and holders of the Shares would receive cash for such shares. Upon the
consummation of any such merger, the Letter contemplates that the Shares would
be converted into the right to receive $18.00 per share in cash. In the event of
the consummation of the transaction described above, the Company's Class A
Common Stock would be delisted from The NASDAQ Stock Market, Inc. and its
registration would be terminated pursuant to Section 12(g)(4) of the Act.

The Letter is merely a statement of current intention and does not
constitute a firm or binding offer. The Reporting Persons are prepared to leave
the proposal open until March 22, 2004, but the Letter reserves the Reporting
Persons' rights to amend or withdraw the proposal and to terminate further
discussions at any time prior to the Reporting Persons' execution of definitive
agreements.

The foregoing description of the Letter does not purport to be complete
and is qualified in its entirety by reference to the complete text of the Letter
attached as Exhibit 99.3 hereto.

In addition to the above-described proposed structure to effect a
transaction, the Reporting Persons may consider various alternatives to
accomplish the completion of the acquisition of the Shares, including, but not
limited to, by means of a tender offer, recapitalization, amendments to the
charter, or other actions permitted under applicable law.

The Reporting Persons may consider various alternative courses of
action, in addition to or as alternatives to the proposed transaction described
above, with respect to the operations, control or ownership of the Company,
including, without limitation, taking such action as is necessary to delist the
Company from all national securities exchanges and terminate the obligation to
file periodic statements in accordance with the Act. The Reporting Persons

SCHEDULE 13D

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CUSIP NO. 479254 10 4 PAGE 6 OF 12 PAGES
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reserve the right to acquire additional shares of capital stock of the Company
or to dispose of all or some of their shares of the Company common stock through
privately negotiated and/or open market transactions or to pursue other types of
strategic transactions involving the Company.

IMPORTANT INFORMATION: NO SHAREHOLDER APPROVAL OF ANY MERGER INVOLVING
THE COMPANY IS BEING SOUGHT. SHOULD THE COMPANY DECIDE TO ENTER INTO A MERGER
AGREEMENT, EACH SHAREHOLDER OF THE COMPANY SHOULD READ THE PROXY STATEMENT IF
AND WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE MERGER. ONCE A FILING IS MADE WITH RESPECT TO A PROPOSED TRANSACTION,
SHAREHOLDERS OF THE COMPANY CAN OBTAIN THE PROXY STATEMENT AND OTHER DOCUMENTS
THAT ARE FILED WITH THE SEC FOR FREE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV
OR FROM THE COMPANY UPON REQUEST.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

(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
---------------------------- --------------------- ---------------------- ------------------------- -----------------------

Mr. Johnson 2,477,323 (1)(2) 1,135,330 (1)(5) 3,612,652 (1)(2)(5)(7) 41.6% (1)(2)(4)(5)(7)
---------------------------- --------------------- ---------------------- ------------------------- -----------------------
Ms. Johnson-Leipold 808,155 (1)(3) 1,329,308 (1)(5) 2,137,463 (1)(3)(5)(6) 22.9% (1)(3)(4)(5)(6)
---------------------------- --------------------- ---------------------- ------------------------- -----------------------

(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 to acquire 12,695 shares of Class A Common Stock that are exercisable within 60 days.
(3) Includes options to acquire 655,000 shares of Class A Common Stock, which options are exercisable within 60 days, and 3,643
shares of Class A Common Stock held in Ms. Johnson-Leipold's 401(k) plan as of November 1, 2003.
(4) 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, and 655,000 and 12,695 options to purchase shares of Class A Common Stock held by Ms. Johnson-Leipold and Mr.
Johnson, respectively, that are exerciseable within 60 days.
(5) Mr. Johnson and Ms. Johnson-Leipold share voting and dispositive power over these shares with Imogene P. Johnson, S. Curtis
Johnson, H. Fisk Johnson*, JWA Consolidated, Inc. and Johnson Trust Company. Certain information with respect to such persons is set
forth below:

SCHEDULE 13D

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CUSIP NO. 479254 10 4 PAGE 7 OF 12 PAGES
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------------------------------------------ ------------------------------------ --------------------------------------
Name and Business Address Principal Occupation and Employment Name, Address and Principal Business
------------------------------------------ ------------------------------------ --------------------------------------

Imogene P. Johnson None None
555 Main Street
Racine, WI 53403

Citizenship: United States

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S. Curtis Johnson Chairman-Worldwide Johnson Diversey
555 Main Street Professional 1326 Willow Road
Racine, WI 53403 Sturtevant, WI 53177

Citizenship: United States
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H. Fisk Johnson* Chairman S.C. Johnson & Son
555 Main Street Chairman of the Board 1525 Howe Street
Racine, WI 53403 Racine, WI 53403-2236

Citizenship: United States
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JWA Consolidated, Inc. Not Applicable Holding company for purposes of
555 Main Street owning stock of the Company
Racine, WI 53403

State of Organization: Delaware

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Johnson Trust Company Not Applicable Bank and Trust Company
555 Main Street
Racine, WI 53403

State of Organization: Wisconsin

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*Solely with respect to Ms. Johnson-Leipold.
(6) Excludes 808,155 shares beneficially owned solely by Ms. Johnson-Leipold as to which Mr. Johnson disclaims beneficial
ownership.
(7) Excludes 2,477,323 shares beneficially owned solely by Mr. Johnson as to which Ms. Johnson-Leipold disclaims beneficial
ownership.

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

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CUSIP NO. 479254 10 4 PAGE 8 OF 12 PAGES
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.

See Item 4 to this Schedule 13D.

The Johnson Outdoors Inc. Class B Common Stock Voting Trust
(incorporated by reference to Amendment No. 4 to Schedule 13D filed with the SEC
by Mr. Johnson on August 18, 1997, and also to the original Schedule 13D filed
with the SEC by Ms. Johnson-Leipold on January 10, 1994).

Option Agreement, dated as of July 8, 2003 (incorporated by reference
to Amendment No. 11 to Schedule 13D filed with the SEC by Mr. Johnson on July
10, 2003, and also to Amendment No. 2 to Schedule 13D filed with the SEC by Ms.
Johnson-Leipold on July 10, 2003).

Promissory Note, dated as of July 8, 2003 (incorporated by reference to
Amendment No. 11 to Schedule 13D filed with the SEC by Mr. Johnson on July 10,
2003, and also to Amendment No. 2 to Schedule 13D filed with the SEC by Ms.
Johnson-Leipold on July 10, 2003).

ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.

Exhibit No. Title
----------- -----

99.1. Joint Filing Agreement.

99.2. Power of Attorney.

99.3. Letter to the Board of Directors of the
Company, dated as of February 20, 2004,
delivered by the Reporting Persons.

Documents Incorporated by Reference
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SCHEDULE 13D

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CUSIP NO. 479254 10 4 PAGE 9 OF 12 PAGES
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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: February 20, 2004 /s/ Samuel C. Johnson
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Samuel C. Johnson

Dated: February 20, 2004 /s/ Helen P. Johnson-Leipold
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Helen P. Johnson-Leipold