SCHEDULE 14A
INFORMATION
Proxy Statement
Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by
a Party other than the Registrant [ ]
Check the appropriate box:
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Preliminary
Proxy Statement |
[ ] |
Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
[ ] |
Definitive
Proxy Statement |
[X] |
Definitive
Additional Materials |
[ ] |
Soliciting
Material under Rule 14a-12 |
JOHNSON OUTDOORS INC.
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(Name of Registrant as Specified in its Charter)
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
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Payment of Filing Fee (Check the
appropriate box):
[ ] |
Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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1. |
Title
of each class of securities to which transaction applies: |
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2. |
Aggregate
number of securities to which transaction applies: |
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3. |
Per
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): |
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4. |
Proposed
maximum aggregate value of transaction: |
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Fee
paid previously with preliminary materials. |
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Check
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. |
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1. |
Amount
Previously Paid: |
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2. |
Form,
Schedule or Registration Statement No.: |
Filed by Johnson
Outdoors Inc.
On
March 16, 2005, the Special Committee of the Board of Directors of Johnson Outdoors Inc.
(the Company) issued a statement in response to a letter it receieved from
Dolphin Limited Partnership I, L.P. regarding the Company's proposed merger with JO
Acquisition Corp. (the Statement). A copy of the Statement follows as part of this
filing under Rule 14a-6 of the Securities Exchange Act of 1934, as amended.
FOR IMMEDIATE RELEASE
CONTACT: |
CYNTHIA
GEORGESON 262-631-6600 |
JOHNSON OUTDOORS SPECIAL
COMMITTEE ISSUES STATEMENT
AND REMINDS SHAREHOLDERS TO VOTE IN FAVOR
OF THE PROPOSED
MERGER ON MARCH 22
Racine, Wisconsin, March 16, 2005
The Special Committee of the Board of Directors of JOHNSON OUTDOORS INC.
(Nasdaq: JOUT) today issued the following statement in response to a letter it
received from Dolphin Limited Partnership I, L.P. regarding the Companys proposed
merger with JO Acquisition Corp.:
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We
believe the communication we received from Dolphin contains numerous false allegations
and misrepresentations. |
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In
particular, we take exception to and are deeply troubled by the hedge funds efforts
to impugn the integrity of the Special Committee by calling into question our commitment
to fulfilling our fiduciary responsibility to Johnson Outdoors shareholders other
than the Johnson family. |
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We
note that, in addition to concurring with our Boards recommendation that Johnson
Outdoors shareholders vote for the proposed merger with JO Acquisition Corp., both
Institutional Shareholder Services (ISS) and Glass Lewis & Co., the nations
leading independent proxy advisory firms, have expressed the opinion that the
negotiations we undertook on behalf of Johnson Outdoors unaffiliated shareholders
were conducted in a fair and appropriate manner. |
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In
its March 2, 2005 report, ISS stated, Based on our review of the terms of the
transaction . . . in particular the premium paid to current shareholders and the
procedural safeguards taken in negotiating the terms, we believe that the merger
agreement warrants shareholder support.* |
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Glass
Lewis March 11, 2005 report said, On balance, we believe that the proposed
transaction warrants shareholder approval. We note that the board of directors appointed
an independent special committee and conducted a rigorous negotiation with the Johnson
family . . . We believe that the proposed |
-more-
* Permission to use
quotations neither sought nor obtained.
-2-
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consideration
offers a substantial premium . . . Accordingly, we recommend that shareholders vote FOR
this proposal.* |
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In
reaching their opinion that the merger proposal warrants the approval of Johnson Outdoors unaffiliated
shareholders, ISS and Glass Lewis thoroughly reviewed the proxy statement on file with
the Securities and Exchange Commission. As part of its thorough process, the Special
Committee: |
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Met
21 times between receiving the initial $18 per share offer and recommending the
acceptance of the final proposal of $20.10; |
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Rejected
two offers from the Buy-Out group that we believed were financially inadequate; |
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Successfully
negotiated significantly improved transaction terms; |
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Considered
the proposal not only in relation to the companys current market price, but also in
relation to the then-current value of Johnson Outdoors in a freely negotiated transaction
and our estimate of the future value of Johnson Outdoors as an independent entity; and |
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Determined
that the value to shareholders that would be achieved by continuing as a public company
was not likely to be as great as the merger consideration of $20.10 per share. |
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None
of the fees received by our outside financial advisor, William Blair & Co., were
contingent on the successful completion of the merger; and |
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The
terms of the merger agreement with JO Acquisition Corp. permit Johnson Outdoors and the
Special Committee to explore, under specified circumstances, an alternative transaction
that we deem to be superior in value. No third party has come forward with an alternative
transaction proposal. |
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With
the March 22, 2005 special shareholder meeting just days away, we would like to remind all
those who have not already done so to vote their shares FOR Johnson Outdoors
proposed merger with JO Acquisition Corp., no matter how many or how few shares they own.
Remember that not voting has the same effect as voting against the merger. |
ABOUT JOHNSON OUTDOORS
INC.
Johnson Outdoors is a leading global
outdoor recreation company that turns ideas into adventure with innovative, top-quality
products. The Company designs, manufactures and markets a portfolio of winning,
consumer-preferred brands across four categories: Watercraft, Marine Electronics, Diving
and Outdoor Equipment. Johnson Outdoors familiar brands include, among others:
Old Town® canoes and kayaks; Ocean Kayak and Necky® kayaks; Minn
Kota® motors; Humminbird® fishfinders; SCUBAPRO® and UWATEC® dive
equipment; and Eureka!® tents. Visit Johnson Outdoors online at
http://www.JohnsonOutdoors.com.
# # #
* Permission to use
quotations neither sought nor obtained.