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 October 3, 1997
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 pursuan 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, 1997, 6,881,923 shares of Class A and 1,227,915
shares of Class B common stock of the Registrant were outstanding. The
aggregate market value of voting stock of the Registrant held by
nonaffiliates of the Registrant was approximately $75,697,000 on November
15, 1997.
DOCUMENTS INCORPORATED BY REFERENCE
Part and Item Number of
Document Form 10-K into which Incorporated
1. Johnson Worldwide Associates, Inc. Part I, Items 1 and 2,
1997 Annual Report and Part II, Items 5, 6,
7 and 8
2. Johnson Worldwide Associates, Inc. Part III, Items 10, 11,
Notice of Annual Meeting of 12 and 13
Shareholders and Proxy Statement for
the Annual Meeting of Shareholders to
be held January 28, 1998
ITEM 1. BUSINESS
Johnson Worldwide Associates, Inc. and its subsidiaries (the "Company")
are engaged in the manufacture and marketing of recreation products. 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 innovation 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.
Motors and Fishing Products
The overall motors and fishing markets in which the Company competes have
been stagnant 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. 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.
Motors and Marine Products
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. The Company's Lake Electric division
manufactures electric motors for original equipment manufacturers.
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. Airguide products are
manufactured by the Company or sourced from third-party manufacturers.
The Company was a leading supplier in Europe of marine products and
accessories primarily for sailing, which the Company sold under the
Plastimo name. Plastimo products and accessories included 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 were sold to a lesser extent in the United States and
other markets worldwide. The Plastimo business was sold in January 1997.
Fishing Products
The Company's fishing products include Mitchell reels and rods, Johnson
reels, Beetle Spin soft body lures and Johnson spoons. In 1995, the
Company acquired the SpiderWire product line, giving it a leading brand in
the "superline" segment of the fishing line market.
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 innovation and on developing
specific segments of the reel market through advertising on television, 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.
The Company's artificial lure products are manufactured by third parties.
These products are sold primarily through large retail store chains.
The Company purchases, through third-party manufacturers, 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 SpiderWire
Fusion is positioned just above the high end of the monofilament market.
Late in 1997, the Company introduced a monofilament product under the
SpiderWire brand. These products are sold through large retail store
chains, catalogs and specialty stores.
Outdoor Equipment Products
The Company's outdoor equipment products include Eureka! and Camp Trails
camping tents and backpacks, Jack Wolfskin camping tents, backpacks and
outdoor clothing, and Silva field compasses.
Eureka! and Camp Trails camping tents and backpacks compete primarily in
the mid- to high-price range of their respective markets and are sold in
the United States and Canada 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 camping tents and backpacks are produced
primarily 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 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. The Company was awarded
several contracts for production of both camping and commercial tents by
the U.S. Armed Forces in 1997. Eureka! products are sold under license in
Japan and Korea.
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.
Silva field compasses, which are manufactured by third parties, are
marketed exclusively in North America.
Watercraft Products
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 both entry
level 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. In 1997, the Company acquired Ocean Kayak, a
leading manufacturer of sit-on-top kayaks. The Company's canoes and
kayaks 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, while the kayak market is exhibiting strong growth.
The Company believes, based on industry data, that it is the leading
manufacturer of canoes and kayaks in the United States in both unit and
dollar sales. Carlisle Paddles, a manufacturer of composite canoe
paddles, supplies certain paddles that are sold with the Company's canoes
and kayaks as well as paddles which are distributed through the same
channels as the Company's watercraft.
In October 1997, the Company acquired the stock of Plastiques L.P.A.
Limitee, the manufacturer of the Dimension brand of kayaks.
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. In 1997, the Company acquired the
stock of Uwatec AG, a leading manufacturer of dive computers and other
electronics under the Aladin and Uwatec names. Scubapro, Aladin and
Uwatec 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,
Aladin and Uwatec products are marketed globally.
The Company focuses on maintaining Scubapro, Aladin and Uwatec as the
market leader in innovation and new products. The Company maintains
research and development functions both in the United States and Europe
and has obtained several patents on products and features. Consumer
advertising focuses on building the brand names and position as the high
quality and innovative leader in the industry. The Company advertises its
equipment in diving magazines and through in-store displays.
The Company maintains manufacturing and assembly facilities in the United
States, Switzerland, Mexico, Italy and Indonesia. The Company procures a
majority of its rubber and plastic products and components from offshore
sources.
In October 1997, the Company acquired certain assets of Soniform, Inc., a
manufacturer of diving buoyancy compensators primarily for the original
equipment market, which will expand the Company's manufacturing capability
for these products.
Sales by Category
The following table depicts net sales by major product category:
Year Ended
October 3 September 27 September 29
1997 % 1996 % 1995 %
(thousands)
Fishing $66,313 22% $72,561 21% $71,329 21%
Motors 54,032 18 62,040 18 69,631 20
Outdoor Equipment 74,915 25 78,337 23 78,029 23
Watercraft 22,885 7 18,050 5 18,066 5
Diving 77,066 25 76,999 22 74,430 21
------- ---- ------- --- ------- ---
Subtotal 295,211 97 307,987 89 311,485 90
------- ---- ------- --- ------- ---
Divested Businesses 7,910 3 36,386 11 35,705 10
------- ---- ------- --- ------- ---
$303,121 100% $344,373 100% $347,190 100%
======== ==== ======== ==== ======== ===
Sales to Wal Mart Stores, Inc. and its affiliated entities totaled
$33,799,000 in 1997 and $34,902,000 in 1995. No customer accounted for
10% or more of sales in 1996.
International Operations
See Note 12 to the Consolidated Financial Statements on page 30 of the
Company's 1997 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 1997 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 October 3, 1997, the Company had approximately 1,366 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 for each quarter, as a
percentage of the total year. Inventory writedowns of $10.3 million in
1996 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
October 3, 1997 September 27, 1996 September 29, 1995
Net Operating Net Operating Net Operating
Quarter Ended Sales Profit(Loss) Sales Profit(Loss) Sales Profit(Loss)
December 17% (20)% 17% (26)% 15% (8)%
March 32 66 32 169 31 50
June 29 55 32 141 34 66
September 22 (1) 19 (184) 20 (8)
--- ---- ---- ---- ---- -----
100% 100% 100% 100% 100% 100%
=== ==== ==== ==== ==== =====
Executive Officers of the Registrant
The following list sets forth certain information, as of November 15,
1997, regarding the executive officers of the Company.
R. C. Whitaker, age 50, 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.
Carl G. Schmidt, age 41, 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 prefers to lease rather than own facilities to maintain
operational flexibility and control the investment of financial resources
in property. See Note 5 to the Consolidated Financial Statements on Page
27 of the Company's 1997 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:
Alton, Hampshire, England Ferndale, Washington Nykoping, Sweden
Antibes, France Genoa, Italy Old Town, Maine
Bad Sakingen, Germany Grayling, Michigan Racine, Wisconsin
Barcelona, Spain Hallwil, Switzerland Rancho Dominguez,
California
Basingstoke, Hampshire, Henggart, Switzerland Rickenbach-Hottingen,
England Germany
Binghamton, New York Honolulu, Hawaii San Diego, California
Brunswick, Maine Idstein, Germany Salzburg-Glasenbach,
Austria
Bruxelles, Belgium Mankato, Minnesota Silverwater, Australia
Burlington, Ontario, Marignier, France Tijuana, Mexico
Canada
Chi Wan, Hong Kong Meylan Cedex, France 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 material adverse
effect on the financial condition, results of operations, liquidity or
cash flows of the Company.
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 October 3, 1997.
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 1997 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, 1997, the Company had 742 holders of
record of its Class A Common Stock and 67 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 1997 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 1997 Annual Report, which is incorporated herein by reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Information with respect to this item is not required to be disclosed by
the Company until the Company makes filings that include financial
statements for fiscal years ending after June 15, 1998.
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 to 32 of the
Company's 1997 Annual Report, are incorporated herein by reference:
Consolidated Balance Sheets - October 3, 1997 and September 27, 1996
Consolidated Statements of Operations - Years ended October 3, 1997,
September 27, 1996 and September 29, 1995
Consolidated Statements of Shareholders' Equity - Years ended October
3, 1997, September 27, 1996 and September 29, 1995
Consolidated Statements of Cash Flows - Years ended October 3, 1997,
September 27, 1996 and September 29, 1995
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 28, 1998 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
28, 1998 Proxy Statement, which is incorporated herein by reference, under
the headings "Election of Directors - Compensation of Directors" and
"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
28, 1998 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
28, 1998 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 1997 Annual Report:
Consolidated Balance Sheets - October 3, 1997 and September 27,
1996
Consolidated Statements of Operations - Years ended October 3,
1997, September 27, 1996 and September 29, 1995
Consolidated Statements of Shareholders' Equity - Years ended
October 3, 1997, September 27, 1996 and September 29, 1995
Consolidated Statements of Cash Flows - Years ended October 3,
1997, September 27, 1996 and September 29, 1995
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. Exhibits
See Exhibit Index.
(b) Reports on Form 8-K:
On July 28, 1997, the Company filed a Current Report on Form 8-K dated
July 11, 1997 to reflect (under Item 2 of Form 8-K) the acquisition by
a second-tier subsidiary of the Company all of the issued and
outstanding shares of capital stock of Uwatec AG. On September 24,
1997, the Company filed an amendment on Form 8-K/A to the Company's
Current Report on Form 8-K dated July 11, 1997. The report, as
amended, included (under Item 7 of Form 8-K) the following financial
statements: Uwatec Group -- Combined Balance Sheet as of December 31,
1996, Combined Statement of Operations for the year ended December 31,
1996, Combined Statement of Changes in Shareholders' Equity for the
year ended December 31, 1996 and Combined Statement of Cash Flows for
the year ended December 31, 1996; and the Company --Pro Forma
Condensed Consolidated Balance Sheet as of June 27, 1997 and Pro Forma
Condensed Consolidated Statements of Operations for the year ended
September 27, 1996 and for the nine months ended June 27, 1997.
INDEPENDENT AUDITORS' REPORT
Shareholders and Board of Directors
Johnson Worldwide Associates, Inc.:
Under date of November 11, 1997, we reported on the consolidated balance
sheets of Johnson Worldwide Associates, Inc. and subsidiaries as of
October 3, 1997 and September 27, 1996, and the related consolidated
statements of operations, shareholders' equity, and cash flows for each of
the years in the three-year period ended October 3, 1997, as contained in
the 1997 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 1997. 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 11, 1997
JOHNSON WORLDWIDE ASSOCIATES, INC. AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
Additions Reserves of
Balance at Charged to Businesses Balance
Beginning Costs and Acquired or at End
of Year Expenses Sold Deductions(1) of Year
(thousands)
Year ended October 3, 1997:
Allowance for doubtful accounts $ 2,235 $1,604 $ 217 1,363 $2,693
Inventory reserves 13,665 445 1,100 4,990 10,220
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
(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 18th day of December
1997.
JOHNSON WORLDWIDE ASSOCIATES, INC.
(Registrant)
By /s/ R. C. Whitaker
R. C. Whitaker
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons in the capacities
indicated on the 18th day of December 1997.
/s/ Samuel C. Johnson Chairman of the Board
(Samuel C. Johnson) and Director
/s/ Thomas F. Pyle, Jr. Vice Chairman of the Board
(Thomas F. Pyle, Jr.) and Director
/s/ R. C. Whitaker President and Chief Executive
(R. C. Whitaker) Officer 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 Director
(Helen P. Johnson-Leipold)
/s/ Gregory E. Lawton Director
(Gregory E. Lawton)
/s/ Glenn N. Rupp Director
(Glenn N. Rupp)
/s/ Carl G. Schmidt Senior Vice President and Chief
(Carl G. Schmidt) Financial
Officer, Secretary and Treasurer
(Principal Financial and Accounting
Officer)
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 Amendment to Bylaws of the Company dated -
October 7, 1997.
3.3 Bylaws of the Company as amended through -
October 7, 1997.
4.1 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.)
4.2 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.)
4.3 Second Amendment dated October 31, 1996 to *
Note Agreement dated May 1, 1993. (Filed as
Exhibit 4.2 to the Company's Form 10-Q for
the quarter ended December 27, 1996 and
incorporated herein by reference.)
4.4 Third Amendment dated September 30, 1997 to -
Note Agreement dated May 1, 1993.
4.5 Fourth Amendment dated October 3, 1997 to -
Note Agreement dated May 1, 1993.
4.6 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.)
4.7 First Amendment dated October 31, 1996 to *
Note Agreement dated October 1, 1995. (Filed
as Exhibit 4.3 to the Company's Form 10-Q for
the quarter ended December 27, 1996 and
incorporated herein by reference.)
4.8 Second Amendment dated September 30, 1997 to -
Note Agreement dated October 1, 1995.
4.9 Third Amendment dated October 3, 1997 to Note -
Agreement dated October 1, 1995.
4.10 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.)
4.11 Amendment No. 1 dated July 1, 1996 to Credit *
Agreement dated November 29, 1995. (Filed as
Exhibit 4.7 to the Company's Form 10-K for
the year ended September 27, 1996 and
incorporated herein by reference.)
4.12 Waiver and Amendment No. 2 dated November 6, -
1996 to Credit Agreement dated November 29,
1995.
4.13 Amendment No. 3 dated July 9, 1997 to Credit -
Agreement dated November 29, 1995.
4.14 Amendment No. 4 dated September 30, 1997 to -
Credit Agreement dated November 29, 1995.
4.15 Note Agreement dated as of September 15, -
1997.
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 Share Purchase Agreement by and between *
Johnson Worldwide Associates, Inc., Societe
Figeacoise de Participations and Plastimo,
S.A., dated as of January 30, 1997. (Filed
as Exhibit 2 to the Company's Form 8-K dated
January 30, 1997 and incorporated herein by
reference.)
10.3 Share Purchase Agreement by and between *
Johnson Beteiligungsgesellschaft mbH, Johnson
Worldwide Associates, Inc. and Heinz Ruchti
and Karl Leeman (the selling shareholders of
Uwatec AG), dated July 11, 1997. (Filed as
Exhibit 2 to the Company's Form 8-K dated
July 11, 1997 and incorporated herein by
reference.)
10.4+ 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.)
10.5 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.)
10.6 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.)
10.7+ 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.)
10.8+ 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.)
10.9+ 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.)
10.10+ 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.)
10.11 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.)
10.12+ Johnson Worldwide Associates, Inc. 1994 Long- *
Term Stock Incentive Plan. (Filed as Exhibit
4 to the Company's S-8 Registration Statement
No. 33-59325 and incorporated herein by
reference.)
10.13+ Johnson Worldwide Associates, Inc. 1994 Non- *
Employee Director Stock Ownership Plan.
(Filed as Exhibit 4 to the Company's Form S-8
Registration Statement No. 33-52073 and
incorporated herein by reference.)
10.14+ Separation agreement, dated July 18, 1996, *
between the Company and John D. Crabb.
(Filed as Exhibit 10.13 to the Company's Form
10-K for the year ended September 27, 1996
and incorporated herein by reference.)
10.15+ Johnson Worldwide Associates Economic Value -
Added Bonus Plan
11. Statement regarding computation of per share *
earnings. (Incorporated by reference to Note
13 to the Consolidated Financial Statements
on page 30 of the Company's 1997 Annual
Report.)
13. Portions of the Johnson Worldwide Associates, -
Inc. 1997 Annual Report that are incorporated
herein by reference.
21. Subsidiaries of the Company as of October 3, -
1997.
23. Consent of KPMG Peat Marwick LLP. -
27. Financial Data Schedule (EDGAR version only) -
99. Definitive Proxy Statement for the 1998 *
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 1998 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.