UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended September 27, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 0-16255
JOHNSON WORLDWIDE ASSOCIATES, INC.
(Exact name of Registrant as specified in its charter)
Wisconsin 39-1536083
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1326 Willow Road, Sturtevant, Wisconsin 53177
(Address of principal executive offices)
(414) 884-1500
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Class A Common Stock, $.05 par value
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the Registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K, or any amendment to this Form 10-K. [ ]
As of November 15, 1996, 6,901,885 shares of Class A and 1,228,053
shares of Class B common stock of the Registrant were outstanding. The
aggregate market value of voting stock of the Registrant held by
non-affiliates of the Registrant was approximately $50,902,000 on
November 15, 1996.
DOCUMENTS INCORPORATED BY REFERENCE
Part and Item Number of Form 10-K
Document into which Incorporated
1. Johnson Worldwide Associates, Part I, Items 1 and 2, and Part
Inc. 1996 Annual Report II, Items 5, 6, 7 and 8
2. Johnson Worldwide Associates, Inc. Part III, Items 10, 11, 12 and 13
Notice of Annual Meeting of
Shareholders and Proxy Statement
for the Annual Meeting of
Shareholders on January 22, 1997
PART I
ITEM 1. BUSINESS
Johnson Worldwide Associates, Inc. and its subsidiaries (the "Company")
are engaged in the manufacture and marketing of recreation products.
Until the third quarter of fiscal 1994, the Company also manufactured and
marketed marking systems products. In July 1993, the Company announced
its intention to sell its marking systems businesses and, in accordance
with this decision, the marking systems businesses are presented as a
discontinued operation in the Company's Consolidated Financial Statements.
Additional information regarding the marking systems businesses is set
forth at Note 3 to the Consolidated Financial Statements on page 26 in the
Company's 1996 Annual Report, which is incorporated herein by reference.
Financial information for the foreign and domestic operations of the
Company's recreation products businesses is set forth at Note 13 to the
Consolidated Financial Statements on page 30 in the Company's 1996 Annual
Report, which is incorporated herein by reference.
The Company's primary focus is on marketing and product innovation and
design to maintain its strong brand names and consumer recognition.
Research and development activities for each of the Company's principal
businesses emphasize new products and innovations to differentiate the
Company's products from those of its competitors.
The Company is controlled by Samuel C. Johnson, members of his family and
related entities.
Fishing and Marine Products
The Company's fishing products include Minn Kota electric fishing motors
and accessories, Mitchell reels and rods, Johnson reels, Beetle Spin soft
body lures, Johnson spoons and Deckhand electric boat anchor systems. In
1995, the Company acquired the SpiderWire product line, giving it a
leading brand in the "superline" segment of the fishing line market. In
1995, the Company also acquired the Neptune product line of electric
motors and power accessories, which expands its range of such products.
The overall fishing and marine markets in which the Company competes have
grown moderately in recent years. The Company believes it has been able
to maintain its share of most markets primarily as a result of the
Company's emphasis on marketing and product innovation. The Company
controls a majority of the electric fishing motor market. Research and
development emphasize new products and innovations to provide demonstrable
product differentiation and expanded product lines. Consumer advertising
and promotion include advertising on regional television and in outdoor,
general interest and sports magazines and in-store displays. Packaging
and point-of-purchase materials are used to increase consumer appeal and
sales.
Electric Fishing Motors
The Company manufactures, under its Minn Kota and Neptune names, battery
powered motors used on fishing boats and other boats for quiet trolling
power or primary propulsion. The Company's Minn Kota and Neptune motors
and related accessories are sold in the United States, Canada, Europe and
the Pacific Basin through large retail store chains such as Wal Mart and
K-Mart, catalogs, such as Bass Pro Shops and Cabelas, sporting goods
specialty stores and marine dealers.
Fishing Line
The Company purchases, through a third-party manufacturer, its SpiderWire
and SpiderWire Fusion products, which have performance characteristics
superior to those of monofilament fishing line. SpiderWire competes in
the "superline" segment of the fishing line category, while the recently
introduced SpiderWire Fusion is positioned just above the high end of the
monofilament market. These products are sold through large retail store
chains, catalogs and specialty stores.
Rods and Reels
The Company markets Johnson fishing reels, which are primarily closed-face
reels, as well as Mitchell reels, which are primarily open-faced spinning
and bait casting reels. Reels are sold individually and in rod and reel
combinations, primarily through large retail store chains, catalogs and
specialty fishing shops in the United States, Canada, Europe and the
Pacific Basin. The Company's closed-face reels compete in a segment of
the U.S. fishing reel market which is dominated by larger manufacturers.
Marketing support for the Company's reels is focused on building brand
names, emphasizing product features and innovations and on developing
specific segments of the reel market through advertising in national
outdoor magazines and through trade and consumer support at retail. The
Company's rods and reels are primarily produced by off-shore manufacturing
sources.
Lure Products
The Company's artificial lure products consist of Beetle Spin soft body
lures and Johnson spoons. These products are sold primarily through large
retail store chains.
Marine Products
The Company is a leading supplier in Europe of marine products and
accessories primarily for sailing, which are sold under the Plastimo name.
Plastimo products and accessories include safety products (such as
buoyancy vests and inflatable life rafts), mooring products (such as
anchors, fenders and ladders), navigational equipment (such as cockpit
instruments, automatic pilots and compasses) and jib reefing systems.
Plastimo products are sold to a lesser extent in the United States and
other markets worldwide.
The Company's line of Airguide marine, weather and automotive instruments
is distributed primarily in the United States through large retail store
chains and original equipment manufacturers.
Camping Products
The Company's camping products include Eureka! and Camp Trails tents and
backpacks, Old Town canoes and kayaks, Carlisle paddles, Silva field
compasses, and Jack Wolfskin tents, backpacks and outdoor clothing.
Tents and Backpacks
The Company's Eureka! and Camp Trails tents and backpacks compete
primarily in the mid- to high-price range of their respective markets and
are sold in the United States through independent sales representatives
primarily to sporting goods stores, catalog and mail order houses and
camping and backpacking specialty stores. Marketing of the Company's
tents and backpacks is focused on building the Eureka! and Camp Trails
brand names and establishing the Company as a leader in product design and
innovation. The Company's tents and backpacks are produced by off-shore
manufacturing sources.
The Company markets both Eureka! camping and commercial tents. The
Company's camping tents have outside self-supporting aluminum frames
allowing quicker and easier set-up, a design approach first introduced by
the Company. Most of the Eureka! tents are made from breathable nylon.
The Company's commercial tents include party tents and tents for fairs.
Party tents are sold primarily to general rental stores while other
commercial tents are sold directly to tent erectors. Commercial tents are
manufactured by the Company in the United States.
Camp Trails backpacks consist primarily of internal and external frame
backpacks for hiking and mountaineering. The Company's line of Camp
Trails backpacks also includes soft back bags, day packs and travel packs.
Jack Wolfskin, a German marketer of camping tents, backpacks and outdoor
clothing, distributes its products primarily through camping and
backpacking specialty stores in Germany with additional distribution in
other European countries and the United States and, under license, in
Japan. Certain of these stores sell Jack Wolfskin products exclusively.
Canoes and Kayaks
The Company's watercraft are sold under the Old Town name and consist of
whitewater, tripping, touring and general recreational purpose canoes for
the high quality and mid-price segments of the canoe market and
recreational and higher performance kayaks. The Company has developed a
proprietary roto-molding process for manufacturing polyethylene canoes to
compete in the higher volume mid-priced range of the market. These canoes
maintain many of the design and durability characteristics of higher
priced canoes. The Company also manufactures canoes from fiberglass,
Royalex (ABS) and wood. The Company's canoes are sold primarily to
sporting goods stores, catalog and mail order houses such as L. L. Bean,
canoe specialty stores and marine dealers in the United States and Europe.
The United States market for canoes is relatively constant, but the
Company believes, based on industry data, that it is the leading
manufacturer of canoes in the United States in unit and dollar sales.
Carlisle Paddles, a manufacturer of composite canoe paddles, supplies
certain paddles that are sold with the Company's canoes as well as
supplying paddles which are distributed through the same channels as the
Company's watercraft.
Diving Products
The Company believes that it is one of the world's largest manufacturers
and distributors of underwater diving products which it sells under the
Scubapro and SnorkelPro names. The Company markets a full line of
underwater diving and snorkeling equipment including regulators,
stabilizing jackets, tanks, depth gauges, masks, fins, snorkels, diving
electronics and other accessories. Scubapro products are marketed to the
high quality, premium priced segment of the market. The Company maintains
a marketing policy of limited distribution and sells primarily through
independent specialty diving shops worldwide. These diving shops
generally provide a wide range of services to divers, including
instruction and repair service. Scubapro products are marketed primarily
in Europe, the United States, Canada and the Pacific Basin.
The Company focuses on maintaining Scubapro as the market leader in
innovations and new products. The Company maintains a research and
development staff both in the United States and Italy and has obtained
several patents on Scubapro products and features. Consumer advertising
focuses on building the Scubapro brand name and position as the high
quality and innovative leader in the industry. The Company advertises its
Scubapro equipment in diving magazines and through in-store displays.
The Company maintains manufacturing and assembly facilities in the United
States, Mexico and Italy. The Company procures a number of its rubber and
plastic products and components from offshore sources.
Sales by Category
The following table depicts net sales of continuing operations by major
product category:
Year Ended
Sept. 27, Sept. 29, Sept. 30,
1996 % 1995 % 1994 %
(thousands)
Fishing and
Marine $170,986 50% $176,665 51% $129,930 46%
Camping 96,387 28 96,095 28 87,529 31
Diving 77,000 22 74,430 21 66,884 23
------- --- ------- --- ------- ---
$344,373 100% $347,190 100% $284,343 100%
======= === ======= === ======= ===
Sales to Wal Mart Stores, Inc. and its affiliated entities totaled
$34,902,000 in 1995. No customer accounted for 10% or more of sales in
1996 or 1994.
International Operations
See Note 13 to the Consolidated Financial Statements on page 30 of the
Company's 1996 Annual Report, which is incorporated herein by reference,
for financial information comparing the Company's domestic and
international operations.
Research and Development
The Company commits significant resources to research and new product
development. The Company expenses research and development costs as
incurred. The amounts expended by the Company in connection with research
and development activities for each of the last three fiscal years are set
forth in the Consolidated Statements of Operations on page 21 of the
Company's 1996 Annual Report, which is incorporated herein by reference.
Competition
The markets for most of the Company's products are quite competitive. The
Company believes its products compete favorably on the basis of product
innovation, product performance and strong marketing support, and to a
lesser extent, price.
Employees
At September 27, 1996, the Company had approximately 1,333 employees
working in its businesses. The Company considers its employee relations
to be excellent.
Backlog
The Company's businesses do not receive significant orders in advance of
expected shipment dates.
Patents, Trademarks and Proprietary Rights
The Company owns no single patent which is material to its business as a
whole. However, the Company holds several patents, principally for diving
products and roto-molded canoes and has filed several applications for
patents. The Company also has numerous trademarks and trade names which
the Company considers important to its business.
Sources and Availability of Materials
The Company's products use materials that are generally in adequate
supply. In 1995, however, the Company experienced shortages in the supply
of magnets, which are key components used in its electric motors. The
shortage of magnets hindered the Company's ability to meet customer demand
for its electric motor products for several months in 1995.
Seasonality
The Company's business is seasonal. The following table shows total net
sales and operating profit of the Company's continuing operations for each
quarter, as a percentage of the total year. Inventory writedowns of $11
million in 1996 and $5.4 million in 1994 are included as components of the
fourth quarter operating losses. Nonrecurring charges totaling $6.8
million impacted operating results in the second, third and fourth
quarters of 1996.
Year Ended
Sept. 27, 1996 Sept. 29, 1995 Sept. 30, 1994
Net Operating Net Operating Net Operating
Quarter Ended Sales Profit(Loss) Sales Profit(Loss) Sales Profit(Loss)
December 16% (26)% 15% (8)% 16% (8)%
March 32 169 31 50 30 61
June 32 141 34 66 33 78
September 20 (184) 20 (8) 21 (31)
--- ---- --- --- --- ---
100% 100% 100% 100% 100% 100%
=== === === === === ===
Executive Officers of the Registrant
The following list sets forth certain information, as of November 15,
1996, regarding the executive officers of the Company.
Ronald C. Whitaker, age 49, became President and Chief Executive Officer
of the Company in October 1996. From December 1995 to October 1996,
Mr. Whitaker was President and Chief Executive Officer of EWI, Inc., a
supplier to the automotive industry. From 1992 to September 1995,
Mr. Whitaker was Chairman, President and Chief Executive Officer of Colt's
Manufacturing Company, Inc., a manufacturer of firearms, and, from 1988 to
1992, was President of Wheelabrator Corporation.
Philippe Blime, age 55, became a Vice President of the Company and
President of JWA Europe in 1993. From 1982 until 1993, Mr. Blime was
President and Directeur General of Mitchell Sports, S.A., a subsidiary of
the Company since 1990.
Helen P. Johnson-Leipold, age 39, became Executive Vice President - North
American Businesses of the Company in October 1995. From 1992 until
October 1995, Ms. Johnson-Leipold was Vice President - Consumer Marketing
Services - Worldwide of S.C. Johnson & Son, Inc. ("SCJ"), a manufacturer
of household maintenance and industrial products, and, from 1988 to 1992,
she was Director of Marketing Services of SCJ.
Michael E. Klockenga, age 46, became Vice President of Operations of JWA
North America in July 1994. From 1991 until July 1994, Mr. Klockenga was
a Plant Manager of Sundstrand Corporation ("Sundstrand"), a manufacturer
of aerospace and industrial subsystems and components, and, from 1988 to
1991, he was a Manager of Operations of Sundstrand.
Carl G. Schmidt, age 40, became Senior Vice President of the Company in
May 1995 and has been Chief Financial Officer, Secretary and Treasurer of
the Company since July 1994. From July 1994 until May 1995, Mr. Schmidt
was a Vice President of the Company. From 1988 to July 1994, he was a
partner in the firm of KPMG Peat Marwick LLP.
There are no family relationships between the above executive officers.
ITEM 2. PROPERTIES
The Company maintains both leased and owned manufacturing, warehousing,
distribution and office facilities throughout the world.
The Company's manufacturing processes are primarily assembly operations
and the Company prefers to lease rather than own facilities to maintain
operational flexibility and control the investment of financial resources
in property. See Note 6 to the Consolidated Financial Statements on Page
27 of the Company's 1996 Annual Report, which is incorporated herein by
reference, for a discussion of lease obligations.
The Company believes that its facilities are well maintained and have a
capacity adequate to meet the Company's current needs.
The Company's principal manufacturing locations and distribution
centers are:
Antibes, France Grayling, Michigan Old Town, Maine
Bad Sakingen, Germany Henan, Sweden Oslo, Norway
Barcelona, Spain Henggart, Switzerland Racine, Wisconsin
Basingstoke, Hampshire, Honolulu, Hawaii Rancho Dominguez,
England
Binghamton, New York Lorient, France California
Bruxelles, Belgium Mankato, Minnesota Salzburg-Glasenbach,
Burlington, Ontario, Canada Marignier, France Austria
Eastly, Hamphire, England Morfelden-Walldorf, Schoonhoven, Holland
Germany
Genoa, Italy Nykoping, Sweden Silverwater,
Australia
Tokyo (Kawasaki), Japan
The Company's corporate headquarters is located in Mount Pleasant,
Wisconsin. The Company's mailing address is Sturtevant, Wisconsin.
ITEM 3. LEGAL PROCEEDINGS
The Company is subject to various legal actions and proceedings in the
normal course of business, including those related to environmental
matters. Although litigation is subject to many uncertainties and the
ultimate exposure with respect to these matters cannot be ascertained,
management does not believe the final outcome will have a significant
effect on the Consolidated Financial Statements.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of security holders during the
last quarter of the year ended September 27, 1996.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
Information with respect to this item is included on pages 27, 29, 30 and
32 and the inside back cover of the Company's 1996 Annual Report, which is
incorporated herein by reference.
There is no public market for the Registrant's Class B Common Stock.
However, the Class B Common Stock is convertible at all times at the
option of the holder into shares of Class A Common Stock on a share for
share basis. As of November 15, 1996, the Company had 791 holders of
record of its Class A Common Stock and 71 holders of record of its Class B
Common Stock.
The Company has never paid a dividend on its Common Stock.
ITEM 6. SELECTED FINANCIAL DATA
Information with respect to this item is included on page 32 of the
Company's 1996 Annual Report, which is incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Information with respect to this item is included on pages 17 to 19 of the
Company's 1996 Annual Report, which is incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The following consolidated financial statements and supplemental data of
the Registrant and its subsidiaries, included on pages 20 through 32 of
the Company's 1996 Annual Report, are incorporated herein by reference:
Consolidated Balance Sheets - September 27, 1996 and
September 29, 1995
Consolidated Statements of Operations - Years ended September 27,
1996, September 29, 1995 and September 30, 1994
Consolidated Statements of Shareholders' Equity - Years ended
September 27, 1996, September 29, 1995 and September 30, 1994
Consolidated Statements of Cash Flows - Years ended September 27,
1996, September 29, 1995 and September 30, 1994
Notes to Consolidated Financial Statements
Independent Auditors' Report
Quarterly Financial Summary
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information with respect to this item, except for certain information on
the Executive Officers which appears at the end of Part I of this report,
is included in the Company's January 22, 1997 Proxy Statement, which is
incorporated herein by reference, under the headings "Election of
Directors" and "Section 16(a) Beneficial Ownership Reporting Compliance."
ITEM 11. EXECUTIVE COMPENSATION
Information with respect to this item is included in the Company's
January 22, 1997 Proxy Statement, which is incorporated herein by
reference, under the heading "Executive Compensation," provided, however,
that the subsection entitled "Executive Compensation-Compensation
Committee Report on Executive Compensation" shall not be deemed to be
incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information with respect to this item is included in the Company's
January 22, 1997 Proxy Statement, which is incorporated herein by
reference, under the heading "Stock Ownership of Management and Others."
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information with respect to this item is included in the Company's
January 22, 1997 Proxy Statement, which is incorporated herein by
reference, under the heading "Certain Transactions."
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) The following documents are filed as a part of this Form 10-K:
1. Financial Statements:
Included in Item 8 of Part II of this Form 10-K are the following
Consolidated Financial Statements, related notes thereto, and
independent auditors' report which are incorporated herein by
reference from the 1996 Annual Report:
Consolidated Balance Sheets - September 27, 1996 and September
29, 1995
Consolidated Statements of Operations - Years ended September
27, 1996, September 29, 1995 and September 30, 1994
Consolidated Statements of Shareholders' Equity - Years ended
September 27, 1996, September 29, 1995 and September 30, 1994
Consolidated Statements of Cash Flows - Years ended September
27, 1996, September 29, 1995 and September 30, 1994
Notes to Consolidated Financial Statements
Independent Auditors' Report
2. Financial Statement Schedules and Independent Auditors' Report:
Included in Part IV of this Form 10-K is the following financial
statement schedule and independent auditors' report:
Independent Auditors' Report
Schedule II - Valuation and Qualifying Accounts
All other schedules are omitted because they are not applicable,
are not required or equivalent information has been included in
the Consolidated Financial Statements or notes thereto.
3. Exhxibits
See Exhibit Index.
(b) Reports on Form 8-K:
None.
INDEPENDENT AUDITORS' REPORT
Shareholders and Board of Directors
Johnson Worldwide Associates, Inc.:
Under date of November 8, 1996, we reported on the consolidated balance
sheets of Johnson Worldwide Associates, Inc. and subsidiaries as of
September 27, 1996 and September 29, 1995, and the related consolidated
statements of operations, shareholders' equity and cash flows for each of
the years in the three-year period ended September 27, 1996, as contained
in the 1996 Annual Report. These consolidated financial statements and
our report thereon are incorporated by reference in the Annual Report on
Form 10-K for the fiscal year 1996. In connection with our audits of the
aforementioned consolidated financial statements, we also audited the
related consolidated financial statement schedule as listed in Item 14(a).
This financial statement schedule is the responsibility of the Company's
management. Our responsibility is to express an opinion on this financial
statement schedule based on our audits.
In our opinion, such financial statement schedule, when considered in
relation to the basic consolidated financial statements taken as a whole,
presents fairly, in all material respects, the information set forth
therein.
KPMG Peat Marwick LLP
Milwaukee, Wisconsin
November 8, 1996
Johnson WORLDWIDE ASSOCIATES, Inc. AND SUBSIDIARIES
SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS
(thousands)
Additions
Balance at Charged to Balance
Beginning Costs and at End
of Year Expenses Deductions(1) of Year
Year ended September 27, 1996:
Allowance for doubtful accounts $2,610 $ 1,662 $2,037 $ 2,235
Inventory reserves 5,118 12,202 3,655 13,665
Year ended September 29, 1995:
Allowance for doubtful accounts 2,317 1,567 1,274 2,610
Inventory reserves 7,554 1,561 3,997 5,118
Year ended September 30, 1994:
Allowance for doubtful accounts 1,606 1,421 710 2,317
Inventory reserves 1,751 6,318 515 7,554
(1) Includes the impact of foreign currency fluctuations on this balance sheet account.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
Town of Mount Pleasant and State of Wisconsin, on the 12th day of
December, 1996.
JOHNSON WORLDWIDE ASSOCIATES, INC.
(Registrant)
By /s/ Ronald C. Whitaker
Ronald C. Whitaker
Pursuant to the requirements of the Securities Exchange Act of 1934, the
report has been signed by the following persons in the capacities
indicated on the 12th day of December, 1996.
/s/ Samuel C. Johnson Chairman of the Board and Director
(Samuel C. Johnson)
/s/ Ronald C. Whitaker President and Chief Executive Officer
(Ronald C. Whitaker) and Director
(Principal Executive Officer)
/s/ Donald W. Brinckman Director
(Donald W. Brinckman)
/s/ Raymond F. Farley Director
(Raymond F. Farley)
/s/ Helen P. Johnson-Leipold Executive Vice President -
(Helen P. Johnson-Leipold) North American
Businesses and Director
/s/ Thomas F. Pyle, Jr. Director
(Thomas F. Pyle, Jr.)
/s/ Carl G. Schmidt Senior Vice President and Chief Financial
(Carl G. Schmidt) Officer, Secretary and Treasurer
(Principal Financial and Accounting Officer)
JOHNSON WORLDWIDE ASSOCIATES, INC.
EXHIBIT INDEX
Exhibits Title Page No.
3.1 Articles of Incorporation of the Company. (Filed as
Exhibit 3.1 to the Company's Form S-1 Registration
Statement No. 33-16998, and incorporated herein by
reference.) *
3.2 Amendments to Bylaws of the Company, dated June 24,
1996. --
3.3 Bylaws of the Company as amended through June 24,
1996. --
4.1 Note Agreement dated May 1, 1991. (Filed as Exhibit 4
to the Company's Form 10-Q for the quarter ended
June 28, 1991 and incorporated herein by reference). *
4.2 Letter Amendment No. 1 dated September 30, 1993 to
Note Agreement dated May 1, 1991. (Filed as
Exhibit 4.5 to the Company's Form 10-K for the year
ended October 1, 1993 and incorporated herein by
reference). *
4.3 Note Agreement dated May 1, 1993. (Filed as Exhibit 4
to the Company's Form 10-Q for the quarter ended
July 2, 1993 and incorporated herein by reference.) *
4.4 Letter Amendment dated September 30, 1993 to Note
Agreement dated May 1, 1993. (Filed as Exhibit 4.8 to
the Company's Form 10-K for the year ended October 1,
1993 and incorporated herein by reference). *
4.5 Note Agreement dated October 1, 1995. (Filed as
Exhibit 4.1 to the Company's Form 10-Q for the quarter
ended December 29, 1995 and incorporated herein by
reference.) *
4.6 Credit Agreement dated November 29, 1995. (Filed as
Exhibit 4.2 to the Company's Form 10-Q for the quarter
ended December 29, 1995 and incorporated herein by
reference.) *
4.7 Amendment No. 1 dated July 1, 1996 to Credit Agreement
dated November 29, 1995. --
9. Johnson Worldwide Associates, Inc. Class B Common
Stock Voting Trust Agreement, dated December 30, 1993
(Filed as Exhibit 9 to the Company's Form 10-Q for the
quarter ended December 31, 1993 and incorporated
herein by reference.) *
10.1 Asset Purchase Agreement between Johnson Worldwide
Associates, Inc. and Safari Land Ltd., Inc. dated as
of March 31, 1995 (Filed as Exhibit 2 to the Company's
Form 10-Q for the quarter ended March 31, 1995 and
incorporated herein by reference.) *
10.2+ Discretionary Bonus Option Plan. (Filed as
Exhibit 10-2 to the Company's Form S-1 Registration
Statement No. 33-16998, and incorporated herein by
reference.) *
10.3+ Johnson Worldwide Associates, Inc. Amended and
Restated 1986 Stock Option Plan. (Filed as Exhibit 10
to the Company's Form 10-Q for the quarter ended
July 2, 1993 and incorporated herein by reference.) *
10.4 Registration Rights Agreement regarding Johnson
Worldwide Associates, Inc. Common Stock issued to the
Johnson family prior to the acquisition of Johnson
Diversified, Inc. (Filed as Exhibit 10.6 to the
Company's Form S-1 Registration Statement No.
33-16998, and incorporated herein by reference.) *
10.5 Registration Rights Agreement regarding Johnson
Worldwide Associate, Inc. Class A Common Stock held by
Mr. Samuel C. Johnson. (Filed as Exhibit 28 to the
Company's Form 10-Q for the quarter ended March 29,
1991 and incorporated herein by reference.) *
10.6+ Form of Restricted Stock Agreement. (Filed as Exhibit
10.8 to the Company's Form S-1 Registration Statement
No. 33-23299, and incorporated herein by reference.) *
10.7+ Form of Supplemental Retirement Agreement of Johnson
Diversified, Inc. (Filed as Exhibit 10.9 to the
Company's Form S-1 Registration Statement No.
33-16998, and incorporated herein by reference.) *
10.8+ Johnson Worldwide Associates Retirement and Savings
Plan. (Filed as Exhibit 10.9 to the Company's
Form 10-K for the year ended September 29, 1989 and
incorporated herein by reference.) *
10.9+ Form of Agreement of Indemnity and Exoneration with
Directors and Officers. (Filed as Exhibit 10.11 to
the Company's Form S-1 Registration Statement No.
33-16998, and incorporated herein by reference.) *
10.10 Consulting and administrative agreements with
S. C. Johnson & Son, Inc. (Filed as Exhibit 10.12 to
the Company's Form S-1 Registration Statement No.
33-16998, and incorporated herein by reference.) *
10.11+ Johnson Worldwide Associates, Inc. Stock Option Plan
for Non-Employee Directors. (Filed as Exhibit 4.2 to
the Company's Form S-8 Registration Statement No.
33-19805 and incorporated herein by reference.) *
10.12+ Johnson Worldwide Associates, Inc. 1994 Long-Term
Stock Incentive Plan (Filed as Exhibit 4 to the
Company's S-8 Registration Statement No. 33-52073 and
incorporated herein by reference.) *
10.13+ Separation agreement, dated July 18, 1996, between the
Company and John D. Crabb. --
11. Statement regarding computation of per share earnings.
(Incorporated by reference to Note 14 to the
Consolidated Financial Statements on page 30 of the
Company's 1996 Annual Report.) *
13. Portions of the Johnson Worldwide Associates, Inc.
1996 Annual Report that are incorporated herein by
reference. --
21. Subsidiaries of the Company as of September 27, 1996. --
23. Consent of KPMG Peat Marwick LLP. --
27. Financial Data Schedule --
99. Definitive Proxy Statement for the 1996 Annual Meeting
of Shareholders (Previously filed via the EDGAR system
and incorporated herein by reference). Except to the
extent incorporated herein by reference, the Proxy
Statement for the 1996 Annual Meeting of Shareholders
shall not be deemed to be filed with the Securities
and Exchange Commission as part of this Annual Report
on Form 10-K. *
___________
* Incorporated herein by reference.
+ A management contract or compensatory plan or arrangement.