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OMB Number 3235-0145
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
JOHNSON WORLDWIDE ASSOCIATES, INC.
(Name of Issuer)
Class A Common Stock, $.05 par value
(Title of Class of Securities)
479254 10 4
(CUSIP Number)
John M. Schroeder, 4041 North Main Street, Racine, Wisconsin 53402 -
(414) 631-2503
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
December 30, 1993
(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 which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box / /.
Check the following box if a fee is being paid with the statement / /.
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five
percent or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) 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).
<PAGE>
CUSIP No. 479254 10 4 Page 2 of _____ Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Samuel C. Johnson
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) / /
Not Applicable
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
1,522,236(1)
SHARES
8 SHARED VOTING POWER
BENEFICIALLY
1,127,000(1)
OWNED BY
9 SOLE DISPOSITIVE POWER
EACH
1,522,236(1)
REPORTING
PERSON
10 SHARED DISPOSITIVE POWER
WITH
1,127,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,649,236(1)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
Not Applicable
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.9%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) Takes into account shares of Class B Common Stock beneficially owned
by the reporting person which are convertible into Class A Common
Stock on a one share-for-one share basis.
<PAGE>
Item 1. Security and Issuer
Class A Common Stock, $.05 par value
Johnson Worldwide Associates, Inc.
222 Main Street
Racine, Wisconsin 53403
Item 2. Identity and Background
This statement is being filed by Samuel C. Johnson. Certain
information regarding the foregoing person is set forth below.
(a)-(b) Name and Business Address
Samuel C. Johnson
1525 Howe Street
Racine, Wisconsin 53403
(c) Principal Occupation and Employment
Chairman of S.C. Johnson & Son, Inc.
Principal Business/Name, Address and Principal Business of
Employer
S. C. Johnson & Son, Inc.
1525 Howe Street
Racine, Wisconsin 53403
Manufacturer of household maintenance and industrial products.
(d)-(e) During the last five years, the reporting person has
not been convicted in a criminal proceeding or been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree
or final order enjoining future violation of, or prohibiting or mandating
activities subject to federal or state securities laws or finding any
violation with respect to such laws.
(f) Citizenship
United States
Item 3. Source and Amount of Funds or Other Consideration.
Not Applicable. See Item 4.
Item 4. Purpose of Transaction.
On December 30, 1993, certain trusts of which Mr. Johnson serves
as sole trustee deposited a total of 160,136 shares of Class B Common
Stock, $.05 par value ("Class B Common Stock"), of Johnson Worldwide
Associates, Inc. ("Company") into the Johnson Worldwide Associates, Inc.
Class B Common Stock Voting Trust ("Voting Trust") in exchange for an
equal number of Voting Trust units. The Voting Trust holds a total of
1,029,000 shares of Class B Common Stock for the benefit of Mr. Johnson
and members of his family (the "Johnson Family"). Voting Trust unit
holders representing 75% of the outstanding units have certain rights to
direct exchanges or conversions of the Class B Common Stock to Class A
Common Stock and to direct the vote of the Class B Common Stock in the
event of certain extraordinary transactions.
The creation of the Voting Trust is intended to further protect
and promote the mutual interests of the Johnson Family and to provide the
framework for continuity of management of the Company. The reporting
person has no plans or proposals which relate to or would result in:
(a) The acquisition by any person of additional securities
of the Company, or the disposition of securities of the Company;
(b) An extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the Company or
any of its subsidiaries:
(c) A sale or transfer of a material amount of assets of
the Company or any of its subsidiaries;
(d) Any change in the present board of directors or
management of the Company, including any plans or proposals to
change the number or term of directors or to fill any existing
vacancies on the board;
(e) Any material change in the present capitalization or
dividend policy of the Company;
(f) Any other material change in the Company's business or
corporate structure;
(g) Changes in the Company's charter, bylaws or
instruments corresponding thereto or other actions which may
impede the acquisition of control of the Company by any other
person;
(h) Causing a class of securities of the Company to be
delisted from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of a
registered national securities association;
(i) A class of equity securities of the Company becoming
eligible for termination of registration pursuant to Section
12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated above.
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 person
is set forth below.
Sole Percentage of
Voting and Shared Outstanding
Dispositive Voting and Aggregate Shares of
Reporting Power Dispositive Beneficial Class A
Person Power Ownership Common Stock
Samuel C. 1,522,236(1) 1,127,000(1) 2,649,236(1) 33.9%(1)(2)
Johnson
_______________
(1) Includes shares of Class B Common Stock which are convertible at any
time on a one-for-one basis into shares of Class A Common Stock.
(2) Based upon 6,760,146 shares of Class A Common Stock outstanding on
December 10, 1993.
Mr. Johnson shares voting and dispositive power with respect to
certain shares with Imogene P. Johnson, Helen P. Johnson-Leipold, JWA
Consolidated, Inc. and Johnson Heritage Trust Company. Certain
information with respect to such persons is set forth below.
Name and Business Principal Occupation Name, Address and
Address and Employment Principal Business
Johnson Heritage Trust Not Applicable Bank and Trust Company
Company
4041 N. Main Street
Racine, WI 53402
State of Organization:
Wisconsin
Imogene P. Johnson None None
4041 N. Main Street
Racine, WI 53402
Citizenship: United
States
Helen P. Johnson-Leipold Vice-President- S.C. Johnson & Son,
4041 N. Main Street Consum er Marketing Inc.
Racine, WI 53402 Services-Worldwide 1525 Howe Street
of S.C. Johnson & Racine, WI 53403
Citizenship: United Son, Inc.
States Manufacturer of
household, maintenance
and industrial products
JWA Consolidated, Inc. Not Applicable Holding company for
4041 N. Main Street purposes of owning
Racine, WI 53402 stock of Company
State of Organization:
Delaware
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 violation of, or prohibiting or mandating
activities subject to federal or state securities laws or finding any
violation with respect to such laws.
(c) On December 11, 1993, Imogene Johnson transferred by gift
110 shares of Class A Common stock.
On December 30, 1993, certain trusts of which Imogene Johnson
serves or served as trustee or co-trustee deposited 868,864 shares of
Class B, including 685,536 shares held by JWA Consolidated, Inc., into the
Voting Trust in exchange for an equal number of Voting Trust units.
On December 30, 1993, certain trusts of which Samuel Johnson
serves as trustee deposited 160,136 shares of Class B Common Stock into
the Voting Trust in exchange for an equal number of Voting Trust units.
On December 30, 1993, Imogene Johnson acquired beneficial
ownership of 1,029,000 shares of Class B Common Stock as a result of her
appointment as trustee of the Voting Trust, of which 868,864 shares were
previously beneficially owned by her as trustee of certain trusts.
On December 31, 1993, Imogene Johnson was no longer deemed the
beneficial owner of 114,464 shares of Class A Common Stock as a result of
the expiration of her term as a co-trustee of the trust which indirectly
beneficially owned the shares as controlling shareholder of a corporation.
On December 31, 1993, Helen Johnson-Leipold became the
beneficial owner of 763,736 shares of Class B Common Stock and 114,464
shares of Class A Common Stock as a result of her appointment as sole
trustee of a trust which directly or indirectly as controlling shareholder
of a corporation owns the shares. The 763,736 shares of Class B Common
Stock are held in the Voting Trust.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
See Item 4, above.
Item 7. Material to be Filed as Exhibits.
Exhibit 9: Johnson Worldwide Associates, Inc. Class B Common
Stock Voting Trust
<PAGE>
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.
Date
January 7, 1994 /s/ Samuel C. Johnson
Date Signature
Samuel C. Johnson
Name/Title
<PAGE>
EXHIBIT INDEX
Exhibit
9. Johnson Worldwide Associates, Inc.
Class B Common Stock Voting Trust
<PAGE>
JOHNSON WORLDWIDE ASSOCIATES, INC.
CLASS B COMMON STOCK
VOTING TRUST AGREEMENT
<PAGE>
INDEX
Page
1. PURPOSE AND TRANSFER OF SHARES BY SHAREHOLDERS . . . . . . . . . 1
2. VOTING TRUST CERTIFICATES OF BENEFICIAL INTEREST . . . . . . . . 2
3. AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
4. DEFINITIONS, TRANSFERS AND RECORD OWNERSHIP . . . . . . . . . . . 3
5. TERMINATION PROCEDURE . . . . . . . . . . . . . . . . . . . . . . 13
6. DIVIDENDS ON SHARES . . . . . . . . . . . . . . . . . . . . . . . 13
7. SUBSCRIPTIONS TO NEW SHARES OR SECURITIES . . . . . . . . . . . . 14
8. REDEMPTION OR PURCHASE OF ITS OWN SHARES BY CORPORATION;
DISSOLUTION OF CORPORATION . . . . . . . . . . . . . . . . . . . 15
9. REORGANIZATION OF CORPORATION . . . . . . . . . . . . . . . . . . 17
10. RIGHTS AND POWERS OF VOTING TRUSTEE . . . . . . . . . . . . . . . 17
11. VOTING TRUSTEE . . . . . . . . . . . . . . . . . . . . . . . . . 19
12. TERM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
13. SUCCESSOR DEPOSITORY . . . . . . . . . . . . . . . . . . . . . . 23
14. MEETINGS OF CERTIFICATE HOLDERS . . . . . . . . . . . . . . . . . 24
15. VOTING TRUSTEE AS SHAREHOLDER . . . . . . . . . . . . . . . . . . 24
16. FUNCTION AND LIABILITY OF DEPOSITORY . . . . . . . . . . . . . . 25
17. NOTICE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
18. AMENDMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
19. BENEFIT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
20. GOVERNING LAW . . . . . . . . . . . . . . . . . . . . . . . . . . 26
21. EXECUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
<PAGE>
VOTING TRUST AGREEMENT
VOTING TRUST AGREEMENT ("Agreement") made at Racine, Wisconsin on
______________________ by and among Imogene P. Johnson, as Voting Trustee,
Johnson Worldwide Associates, Inc., a Wisconsin Corporation (the
"Corporation"), the undersigned Shareholders of the Corporation
("Shareholders") and Johnson Heritage Trust Company, a Wisconsin
Corporation, as depository ("Depository").
WHEREAS, the Corporation is a corporation organized and existing
under the laws of the State of Wisconsin authorized to issue shares of
Class B common stock consisting of 3,000,000 shares of Class B Common
stock, $.05 par value.
WHEREAS, the Shareholders deem it to be in their mutual interests
and in those of the Corporation to form this Voting Trust and to lodge
certain voting authority with the Voting Trustee in order to protect and
promote those interests in the Corporation; to obtain competent,
professional, effective management of the Corporation in that individual
or in those individuals having managerial and business experience,
knowledge of the Corporation and its constituent businesses, and
leadership and executive ability; and to give such individual or
individuals assurance of the unified support of the parties hereto, and
WHEREAS, the Voting Trustee has consented to act under this
agreement for the purposes herein provided.
NOW, THEREFORE, in consideration of the premises it is agreed as
follows:
1. PURPOSE AND TRANSFER OF SHARES BY SHAREHOLDERS
A. This Voting Trust is created by the Shareholders to further
protect and promote their mutual interests and those of the Corporation,
given diverse holdings of voting shares and certain voting rights given to
holders of Class A common shares. To aid in achieving these ends, and to
provide the framework for continuity of management, the Shareholders are
joining together to create this Voting Trust and are granting to the
Voting Trustee certain powers and prerogatives regarding certain aspects
of the voting of their shares. It is the intention of the Shareholders,
and this Agreement is and shall be at all times subject to the continuing
acceptance by the Voting Trustee and his or her successors of this
principle, that the Voting Trustee and his or her successors will at all
times, in the reasonable exercise of the powers and authority derived
herefrom, act in the best interests of the Corporation and of the parties
hereto and their respective successors in interest and transferees, with a
view toward preserving the relationship, both as to their traditional
ownership and their ongoing economic interest between such parties and the
business or businesses now being conducted by or through the Corporation,
or which shall be conducted in the future by the Corporation, or by its
affiliates or successors in interest.
B. Any holder of voting shares of the Corporation described in
subparagraph 4(A)(1) or a Permitted Transferee of such holder described in
subparagraph 4(A)(4), may become a party to this Agreement by: (1)
transferring to the Voting Trustee voting shares of the Corporation held
by such shareholder and delivering to the Depository as agent of the
Voting Trustee the Certificates for such shares, duly endorsed in blank or
accompanied by proper instruments of assignment and transfer thereof in
blank duly executed and in every case properly stamped for transfer, if so
required by the Voting Trustee, and their accepting in respect thereof a
certificate or certificates issued under this Agreement representing Units
of beneficial interest in this Voting Trust ("Units") equal to the number
of such shares deposited by the shareholder; and (2) executing a
counterpart of this Agreement. All such shares of the corporation so
transferred to the Voting Trustee shall be from time to time registered in
the name of such Voting Trustee or Voting Trustees. Any shareholder
described in subparagraph 4(A)(1), or a Permitted Transferee of such
holder described in subparagraph 4(A)(4), may at any time deposit
additional certificates representing shares of voting stock of the
Corporation with the Voting Trustee, but no shareholder shall be required
to deposit certificates for any or all of his or her stock unless
otherwise herein provided.
2. VOTING TRUST CERTIFICATES OF BENEFICIAL INTEREST
The Voting Trustee agrees with the Shareholders and with each and
every holder of Certificates representing Units issued hereunder as
hereinafter provided that from time to time upon request he will cause to
be issued to the Shareholders or upon their order and in respect of all
shares so transferred to the Voting Trustee Certificates in substantially
the form set forth in Exhibit A hereto, hereinafter called the "Voting
Trust Certificates."
3. AGREEMENT
Copies of this Agreement, including the names and addresses of
all owners of Units hereunder and the number and class of shares
transferred by each to the Voting Trust, and of every agreement
supplemental hereto or amendatory hereof, shall be filed in the principal
office of the Corporation in Racine, Wisconsin, and with the office of
record of the Depository in Racine, Wisconsin, and shall be open to the
inspection of any Shareholder of the Corporation daily during business
hours to the extent and in the same manner the shareholder list of the
corporation is open to inspection. All Voting Trust Certificates shall be
issued, received and held subject to all the terms of this Agreement.
Every person, trust, firm or corporation entitled to receive Voting Trust
Certificates representing Units, and their transferees and assignees, upon
executing a counterpart of this Agreement and accepting the Voting Trust
Certificates issued hereunder, shall be bound by the provisions of this
Agreement.
4. DEFINITIONS, TRANSFERS AND RECORD OWNERSHIP
A. The terms used in this Agreement shall have the following
meaning, unless the context in which they are used clearly indicates
otherwise:
(1) "Johnson Family" means (a) Samuel C. Johnson and his
lawful lineal descendants; (b) any trust created for the primary
benefit of Samuel C. Johnson or any one or more of such
descendants or for a spouse of Samuel C. Johnson or of such a
descendant where such spouse has only a lifetime interest and no
power to dispose of the remainder of the trust other than to or
for one or more lawful lineal descendants of Samuel C. Johnson; or
(c) any corporation or partnership, at least a majority of the
voting power and a majority of the value of the equity ownership
of which is held by or for the benefit of Samuel C. Johnson or one
or more of his lawful lineal descendants.
(2) "Voting Trust Unit Holder" means any initial party to
this Agreement, or any party who subsequently becomes a party to
this Agreement including a Permitted Transferee, defined below, by
depositing shares of voting stock of the Corporation with the
Depository; executing a counterpart of this Agreement; and
receiving Voting Trust Units in exchange for such voting stock.
(3) "Bona Fide Offer to Purchase" means a written offer
received by a Voting Trust Unit Holder to purchase at an arm's
length price one or more Units owned by or registered in the name
of the Voting Trust Unit Holder.
(4) "Permitted Transferee" shall mean the following,
provided in each instance that such transferee, other than the
Corporation or its wholly owned subsidiary agrees to become a
Voting Trust Unit Holder bound by the provisions of this Agreement
by executing a counterpart of it or, if already a Voting Trust
Unit Holder, agrees in writing that the Units to be transferred
shall continue to be subject to all of the provisions of this
Agreement:
(a) In the case of a Voting Trust Unit Holder who is a
natural person holding record and beneficial ownership of the
Voting Trust Units in question, "Permitted Transferee" means
(A) the spouse of such Voting Trust Unit Holder, (B) a lineal
descendant of a grand parent of such Voting Trust Unit
Holder, (C) the trustee of a trust (including a voting trust)
for the benefit of one or more of such Voting Trust Unit
Holders, other lineal descendants of a grandparent of such
Voting Trust Unit Holder, the spouse of such Voting Trust
Unit Holder, and an organization, contributions to which are
deductible for federal income, estate or gift tax purposes
(hereinafter called a "Charitable Organization"), and for the
benefit of no other person, provided that such trust may
grant a general or special power of appointment to such
spouse and may permit trust assets to be used to pay taxes,
legacies and other obligations of the trust or the estate of
such Voting Trust Unit Holder payable by reason of the death
of such Voting Trust Unit Holder and provided that such trust
must prohibit transfer of Voting Trust Units to persons other
than Permitted Transferees as defined in subparagraph (g)
below, (D) a Charitable Organization established by such
Voting Trust Unit Holder, such Voting Trust Unit Holder's
spouse or a lineal descendant of a grandparent of such Voting
Trust Unit Holder, (E) a corporation if a majority of the
shares of such corporation entitled to elect a majority of
the directors of the corporation is owned by, or a
partnership if a majority of the capital ownership of such
partnership entitled to participate in the management of the
partnership's affairs, is owned by one or more of such Voting
Trust Unit Holder, other lineal descendants of a grandparent
of such Voting Trust Unit Holder, the spouse of such Voting
Trust Unit Holder, or by the trustee of one or more trusts of
which any one or more of the foregoing are creators or
beneficiaries, (F) the guardian of a disabled or adjudicated
incompetent Voting Trust Unit Holder, or the Executor or
Administrator of the estate of a deceased Voting Trust Unit
Holder, and (G) any other Voting Trust Unit Holder, whether a
natural person or otherwise.
(b) In the case of a Voting Trust Unit Holder holding
Voting Trust Units in question as trustee pursuant to a trust
other than a trust described in subparagraph (c) below, "Per-
mitted Transferee" means (A) any person transferring Voting
Trust Units to such trust, (B) a Permitted Transferee of such
person determined pursuant to subparagraph (a) above, and
(C) any Successor Trustee or Trustees of such trust.
(c) In the case of a Voting Trust Unit Holder holding
Voting Trust Units in question as trustee pursuant to a trust
which was irrevocable on November 17, 1986 (the "Effective
Date"), "Permitted Transferee" means (A) any person to whom
or for whose benefit income, accumulated income, or principal
may be distributed either during or at the end of the term of
such trust whether by power of appointment or otherwise,
(B) any Permitted Transferee of any such person determined
pursuant to subparagraphs (a), (b), (d), (e), (f) or (g), as
the case may be, (C) any successor trustee or trustees, or
(D) the trustee or trustees of any trust which becomes
irrevocable on or after the Effective Date and was created
for the benefit of a lineal descendant of a grandparent of a
Voting Trust Unit Holder, (E) the trustee or trustees of any
trust which was irrevocable on the Effective Date and was
created for the benefit of any one or more members of the
class of permissible beneficiaries of the transferor trust,
and (F) any other Voting Trust Unit Holder, whether a natural
person or otherwise.
(d) In the case of a Voting Trust Unit Holder holding
record (but not beneficial) ownership of the Voting Trust
Units in question as nominee for the person who was the
beneficial owner thereof on the Effective Date, "Permitted
Transferee" means such beneficial owner and a Permitted
Transferee of such beneficial owner determined pursuant to
subparagraphs (a), (b), (c), (e), (f) or (g) hereof, as the
case may be.
(e) In the case of a Voting Trust Unit Holder which is
a partnership holding record and beneficial ownership of the
Voting Trust Units in question, "Permitted Transferee" means
(A) any general or limited partner of such partnership,
(B) the Permitted Transferee of such Partner, as otherwise
determined pursuant to subparagraphs (a), (b), (c), (d), (f)
or (g) hereof, or (C) any other Voting Trust Unit Holder.
(f) In the case of a Voting Trust Unit Holder which is
a corporation (other than a Charitable Organization described
in subclause (D) of subparagraph (a) above) holding record
and beneficial ownership of the Voting Trust Units in
question, "Permitted Transferee" means (A) any shareholder of
such corporation receiving Voting Trust Units through a
dividend, sale, or through a distribution made upon
liquidation of such corporation, and the survivor of a merger
or consolidation of such corporation, (B) any Permitted
Transferee of such shareholder, as otherwise defined in
subparagraphs (a), (b), (c), (d), (e) or (g) hereof, or
(C) any other Voting Trust Unit Holder.
(g) In the case of a Voting Trust Unit Holder which is
the estate of a deceased, or guardian of a disabled or
adjudicated incompetent Voting Trust Unit Holder, or which is
the estate of a bankrupt or insolvent Voting Trust Unit
Holder, and provided such deceased, disabled or adjudicated
incompetent, bankrupt or insolvent Voting Trust Unit Holder,
as the case may be, held record and beneficial ownership of
the Voting Trust Units in question, "Permitted Transferee"
means a Permitted Transferee of such deceased, disabled or
adjudicated incompetent, bankrupt or insolvent Voting Trust
Unit Holder as determined pursuant to subparagraphs (a), (b),
(c), (d), (e) or (f) above, as the case may be.
(5) "Book Value" shall mean the book value of the Corpo-
ration calculated by the firm of accountants regularly employed to
audit the books of the Corporation in accordance with generally
accepted accounting principles applied on a consistent basis as of
the end of the most recent calendar quarter preceding the
occurrence of an event requiring a calculation of book value.
(6) "Transfer" shall mean, as to any Voting Trust Unit
Holder any disposition of Units including, but not limited to any
voluntary sale, exchange, gift, bequest, assignment, pledge,
composition with creditors, filing of a voluntary petition in
bankruptcy, or an assignment for the benefit of creditors.
Transfer shall also include any involuntary transfer by reason of
operation of law, application of marital or community property
principles, judicial decree or order, execution upon a judgment,
lien or security interest, attachment, or the filing of an
involuntary petition in bankruptcy. The foregoing not-
withstanding, the acquisition of an interest in Units by a spouse
by virtue of the application of marital or community property
principles shall not be deemed a transfer for purposes of this
Agreement, but only so long as both (i) all such Units continue to
be registered in the name of the Voting Trust Unit Holder and (ii)
the Voting Trust Unit Holder maintains full management and control
over all of such Units.
B. The Voting Trust Unit Holders and their Permitted
Transferees grant to Voting Trust Unit Holders who are members of the
Johnson Family, and who are also described as Permitted Transferees under
the Articles of Incorporation of the Corporation as from time to time in
effect, an option to purchase Units at the time or times, in the manner
and at the price hereinafter provided. No Voting Trust Unit Holder shall
transfer any Units unless such Voting Trust Unit Holder or his or her
legal representative shall give written notice at the time or times and in
the manner hereafter provided, and the other Voting Trust Unit Holders who
are members of the Johnson Family who are also described as Permitted
Transferees under the Articles of Incorporation of the Corporation have
had the opportunity, other than in the case of a transfer to a Permitted
Transferee, to exercise the options to purchase granted above, or have
waived such options in writing. Subject to the specific provisions of
paragraphs (C), (D) and (E), below, which set forth the circumstances
under which these options arise and the manner in which they are to be
exercised, the following expresses the general intention of the parties as
to the overall purpose and operation of the option provisions. When an
option to purchase does arise under this Agreement, it is the intention of
the parties that each Voting Trust Unit Holder who is a member of the
Johnson Family shall first have the opportunity to acquire, as a minimum,
Units proposed to be transferred in proportion to such Voting Trust Unit
Holder's Unit ownership within the group of Voting Trust Unit Holders of
the Johnson Family wishing to acquire Units. If all of the Units proposed
to be transferred are not acquired by the Johnson Family, then members of
the Johnson Family shall have the opportunity to acquire the remaining
Units proposed to be transferred in proportion to each Voting Trust Unit
Holder's Unit ownership within the group of Voting Trust Unit Holders of
the Johnson Family wishing to acquire Units. The options granted herein
shall apply to Units now owned by or subsequently issued to Voting Trust
Unit Holders, or acquired by them in any manner.
C. In the event a Voting Trust Unit Holder proposes to make a
transfer to a Permitted Transferee, notice of such a proposed transfer
shall be given by the Voting Trust Unit Holder proposing to make a
transfer to the other Voting Trust Unit Holders who are members of the
Johnson Family, and to the Voting Trustee at least thirty (30) days prior
to the date upon which the proposed transfer is to be made. Such notice
shall include the name and address of the proposed transferee, the number
of Units to be transferred, the consideration and terms involved, if any,
and the exemption claimed under subparagraph 4(A)(4), above.
(1) The Voting Trustee shall determine whether or not a
proposed transfer is to a Permitted Transferee and may obtain such
executed counterparts of this Agreement or such relevant documents
or written undertakings as may be pertinent to such determination.
In making such determination the Voting Trustee may rely upon such
authority, precedent, opinion and advice as he or she deems
necessary and appropriate under the circumstances. In addition,
upon his or her reasonable request, the Voting Trustee shall be
given access to such documents or other information he or she
deems necessary and pertinent to his or her making a
determination. The Voting Trustee shall give notice of his or her
written determination to the Voting Trust Unit Holder proposing to
make a transfer to a Permitted Transferee within the thirty (30)
day period referred to above in this paragraph (C), or, if no
notice of such written determination is given within such thirty
(30) day period the Voting Trustee shall be deemed to have deter-
mined that the proposed transfer is to a Permitted Transferee.
The determination of the Voting Trustee shall be conclusive upon
all parties hereto.
(2) If the proposed transfer is determined not to be to a
Permitted Transferee, the transferor may, within five (5) days
from the date of notice of such determination, withdraw the
proposed transfer. If the proposed transfer is not withdrawn
within such five (5) day period, the Voting Trustee shall give
notice containing the information set forth in paragraph D below
to the members of the Johnson Family, which shall commence the
initial thirty (30) day period in which to exercise options to
purchase in the manner and sequence provided in paragraph (D)
below.
(3) All extraordinary expense incurred by the Voting Trustee
under this paragraph shall be the responsibility of the Voting
Trust Unit Holder proposing to make a transfer.
(4) The parties agree to indemnify the Voting Trustee and
hold him or her harmless of and from any liability for actions
taken and determinations made under this Agreement in good faith.
D. Upon any other proposed transfer of Units, including a
proposed transfer pursuant to a bona fide offer to purchase, a Voting
Trust Unit Holder shall give written notice to the other Voting Trust Unit
Holders who are members of the Johnson Family, and to the Voting Trustee.
Such notice shall include the name and address of the proposed transferee,
if any, otherwise the reason for proposing to dispose of the Units, the
number of Units to be transferred, and the consideration and terms
requested, if any.
(1) Voting Trust Unit Holders who are members of the same
Johnson Family as the Voting Trust Unit Holder proposing to make a
transfer shall have thirty (30) days from the giving of such
notice to indicate in writing delivered to the Voting Trustee the
number of Units proposed to be transferred which each such Voting
Trust Unit Holder intends to purchase, if any. If Voting Trust
Unit Holders indicate an intention to purchase, in the aggregate,
more Units than the number of Units proposed to be transferred,
then the Voting Trustee, prior to the expiration of such thirty
(30) day period, shall allot to each Voting Trust Unit Holder who
has indicated an intention to purchase more Units than his or her
proportionate share (computed by applying to the number of Units
proposed to be transferred a fraction, the numerator of which is
the total number of Units then held by such Voting Trust Unit
Holder and the denominator of which is the total number of Units
held by all members of the Johnson Family who (i) are Voting Trust
Unit Holders and (ii) have delivered to the Voting Trustee the
written intention to purchase referred to above) a portion of the
remaining Units proposed to be transferred (those Units remaining
after subtracting the Units represented in intentions to purchase
of Voting Trust Unit Holders intending to acquire all or less than
all of their proportionate number of Units) calculated by applying
to such remaining number of Units a fraction, the numerator of
which is the total number of Units then held by an acquiring
Voting Trust Unit Holder who has indicated an intention to
purchase more than his or her proportionate share as computed
above, and the denominator of which is the total number of Units
held by all members of the Johnson Family who (i) are Voting Trust
Unit Holders; (ii) have delivered to the Voting Trustee the
written intention to purchase referred to above, and (iii) have
indicated in such written intention a desire to purchase more than
his or her proportionate share as computed above. Fractions shall
be rounded upward or downward in the discretion of the Voting
Trustee. The purchase price shall be the fair market value of the
Units, determined as set forth in paragraph F, below.
(2) Any Units not purchased pursuant to the provisions of
subparagraph D(1) above may be transferred pursuant to the terms
set forth in the written notice, referred to above, or, upon the
written request of the Voting Trust Unit Holder proposing to make
a transfer, be exchanged for Class B common shares of the
Corporation, which Class B common shares may be withdrawn from
this Voting Trust and the provisions of this Agreement, free of
the options granted above, and may be sold or transferred in the
same manner and upon the same terms and conditions contained in
the notice given under this paragraph; subject, however, to the
restrictions pertaining to the transfer of Class B common shares
in the Corporation's Articles of Incorporation.
E.(1) Upon any purported involuntary transfer by a Voting
Trust Unit Holder of the Units, notice shall be given as provided
in paragraph (D) and options to purchase shall arise in the manner
and sequence set forth therein. Should the initial notice to the
family of the transferring Voting Trust Unit Holder for any reason
not be given by the transferring Voting Trust Unit Holder, the
Voting Trustee, upon receipt of Units held by a Voting Trust Unit
Holder for transfer, shall give notice to the Voting Trust Unit
Holders as provided in paragraph (D) above and options to purchase
shall arise pursuant to the procedure set forth in paragraph (D)
above, with notice in each instance given by the Voting Trustee
rather than the transferring Voting Trust Unit Holder. For
purposes of implementing this paragraph E, each Voting Trust Unit
Holder designates the Voting Trustee its agent and authorizes the
Voting Trustee to give such notices, effect such transfers and
remit such proceeds as may be necessary to effect the provisions
of this paragraph.
(2) If, under any bankruptcy, debtor relief or similar law,
any option to purchase Units afforded a member of the Johnson
Family under this agreement is voided or declared unenforceable by
any court of competent jurisdiction, options to purchase shall
arise pursuant to the procedure set forth in paragraph D, above,
upon any purported or proposed transfer of Units issued hereunder
by any trustee, receiver, conservator, liquidator, guardian or
other transferee of the Voting Trust Unit Holder. Units shall be
purchased in the exercise of such options at the same price and
upon such terms as the Units proposed to be sold by such trustee,
receiver, conservator, liquidator, guardian or other transferee.
F. For purposes of this Agreement, fair market value shall be
the price specified in a bona fide offer to purchase, if any, otherwise
the most recently quoted price of a share of Class A common stock of the
Corporation on a recognized securities exchange or through NASDAQ,
otherwise the book value. The foregoing notwithstanding, if a Voting
Trust Unit Holder proposing to make a transfer determines that the book
value value determined as provided above is less than fair market value,
or if a Voting Trust Unit Holder exercising an option to purchase
concludes that the book value value is greater than fair market value,
then any such party or parties can demand an appraisal of the Units
proposed to be transferred at the book value, pursuant to the procedure
set forth below. Notice of request for an appraisal shall be in writing
delivered prior to the closing (defined below) to all other parties to the
proposed transaction and to the Voting Trustee.
(1) The selling Voting Trust Unit Holder or Voting Trust
Unit Holders and the purchasing Voting Trust Unit Holder or Voting
Trust Unit Holders shall first attempt to agree upon an appraiser
of the Units. If they cannot agree unanimously within five (5)
days from the date the notice referred to in paragraph (E) above
is given, the Voting Trustee shall select an appraiser after
consultation with the chief financial officer of the Corporation.
(a) The appraiser thus selected shall, upon his
request, be provided by the Corporation, or by the Voting
Trust Unit Holders requesting the appraisal, with information
reasonably needed to make a complete and informed appraisal.
The appraiser shall keep all such information in strict
confidence, and shall submit his or her appraisal within
twenty (20) days from the date of his selection.
(b) The appraisal shall be in writing and shall state a
fair market value for the Units which are the subject of the
appraisal. The fair market value thus determined shall be
binding upon the party or parties requesting an appraisal,
and upon the party or parties purchasing from or selling
Units to such party or parties.
(2) If the fair market value determined by the appraisal
differs from fair market value determined under subparagraph (F)
above, then the parties purchasing or selling to whom the
appraisal pertains shall make an appropriate adjustment in the
purchase price. If the appraisal price is greater than the fair
market value, those Voting Trust Unit Holders purchasing Units
shall pay to that or those Voting Trust Unit Holders selling Units
their proportionate share or shares of such difference. If the
appraisal price is less than fair market value, those Voting Trust
Unit Holders selling Units shall return such difference
proportionately to those Voting Trust Unit Holders purchasing such
Units. In either event, all amounts transferred as an adjustment
hereunder shall bear interest calculated at the federal short term
rate published by the Department of the Treasury (or any successor
rate published by the Department of the Treasury used to determine
the income and gift tax consequences arising from certain
low-interest and interest free loans) for the month in which a
closing takes place, compounded semi-annually, calculated from the
closing date (defined below) to the date such adjustment is made.
(3) The cost of an appraisal pursuant to the terms and
provisions of this paragraph F shall be borne as follows:
(a) If both a selling and purchasing party or parties
request an appraisal, its cost shall be borne one half by the
seller and one half by the purchaser, then proportionately
among multiple sellers and purchasers.
(b) If a selling or purchasing party requests an
appraisal but the other does not and the appraisal requires
an adjustment in favor of the party requesting it, the cost
shall be borne one half by all selling Voting Trust Unit
Holders and one half by all purchasing Voting Trust Unit
Holders, then proportionately among multiple sellers and
purchasers.
(c) If a selling or purchasing party requests an
appraisal but the other does not and the appraisal does not
require an adjustment in favor of the party requesting it,
then the entire cost of the appraisal will be borne by the
party requesting it, or proportionately among multiple
parties requesting it.
G. Subject to any adjustment pursuant to the provisions of
paragraph F, above, consideration payable or deliverable upon a purchase
of Units under this Agreement shall be paid or delivered at the closing.
The closing shall be on a date (the "closing date") fixed by the Voting
Trustee, and shall be not less than five (5) days nor more than thirty
(30) days after expiration of the last period for delivery of a written
intention to purchase under paragraphs (D) or (E) above. The closing
shall be at the office of the Voting Trustee or at such other location as
he or she may designate. Consideration payable upon the exercise of an
option resulting from a bona fide offer to purchase hereunder shall be at
the same price and upon the same terms and conditions contained in the
bona fide offer to purchase. Consideration payable upon any other
purchase under this Agreement shall be in cash, cashier's check or
immediately available funds at the closing. The foregoing
notwithstanding, if the appraisal procedure provided in subparagraph F,
above, has not been completed, then the Voting Trustee may defer the
closing, other than in the case of a bona fide offer to purchase, for not
more than ninety (90) days from the closing date initially established by
the Voting Trustee. Interest shall be paid by a purchaser to the seller
for the period of the deferred closing at the rate established in
subparagraph F(2), above.
H. Upon the death of a Voting Trust Unit Holder, voting shares
of the Corporation may be withdrawn from the Voting Trust and the
provisions of this Agreement, but only as provided below.
(1) Upon the written request of the duly authorized repre-
sentative of the estate of a deceased Voting Trust Unit Holder,
the Voting Trustee shall cause the release from this Voting Trust
Agreement of shares of stock of the Corporation which have an
aggregate fair market value not in excess of the sum of the
amounts described in Section 303(a)(1) and (2) of the Internal
Revenue Code of 1986 as in effect on the date of this Agreement
(the "Section 303 amount"). For this purpose, the fair market
value of the stock of the Corporation shall be its fair market
value on the date such shares are released, determined under
paragraph F, above.
(2) Such written request must be accompanied by (a) a duly
endorsed Voting Trust Certificate or Certificates representing a
number of Units at least equal to the number of shares of stock of
the Corporation requested to be released, (b) a calculation,
together with supporting documentation satisfactory to the Voting
Trustee, of the Section 303 amount, and (c) documentation
satisfactory to the Voting Trustee that the person submitting such
request is the duly authorized representative of the estate of
such deceased Voting Trust Unit Holder. This request shall be
made within the time permitted by law to assess a federal estate
tax against the deceased Voting Trust Unit Holder's estate.
(3) Upon receipt of the written request referred to in sub-
paragraph (1) and the materials referred to in subparagraph (2),
the Voting Trustee shall (a) cancel the Voting Trust Certificate
or Certificates delivered to him; (b) instruct the Corporation to
issue to the estate of the deceased Voting Trust Unit Holder a
certificate representing the number of shares of its voting stock
required to be released under this paragraph H; and, (c) issue to
the estate a new Voting Trust Certificate in a number of Units
representing any shares of stock of the Corporation that were not
so released.
I. The Voting Trust Certificates shall be transferable at the
office or agency of the Depository by the registered Holder thereof either
in person or by attorney duly authorized, and upon surrender thereof,
according to such rules as the Voting Trustee may from time to time
establish, and until so transferred the Voting Trustee and the Depository
may treat the registered Holder as owner thereof for all purposes
whatsoever. New Voting Trust Certificates shall not be deliverable here-
under without the surrender of Voting Trust Certificates representing an
equivalent number of Units. The transfer books of the Voting Trustee may,
in his discretion, be closed and transfers of Voting Trust Certificates
thereon may be suspended from time to time for such reasonable periods as
the Voting Trustee may determine. The Voting Trustee may, at any time,
appoint a registrar for the Voting Trust Certificates, and may provide
that Voting Trust Certificates shall not be valid unless registered with
and countersigned by such registrar.
J. If a Voting Trust Certificate is lost, stolen, mutilated or
destroyed, the Depository, in its discretion, may issue a duplicate of
such certificate upon receipt of:
(1) Evidence of such facts satisfactory to it;
(2) Indemnity satisfactory to it;
(3) The existing certificate, if mutilated; and
(4) Its reasonable fees and expenses in connection with the
issuance of the new Voting Trust Certificates.
The Depository shall not be required to recognize any transfer of
a Voting Trust Certificate not made in accordance with the provisions
hereof, unless the person claiming such ownership shall have produced
indicia of title satisfactory to the Voting Trustee and shall, in
addition, deposit with the Depository indemnities satisfactory to it.
5. TERMINATION PROCEDURE
A. Upon termination of this Agreement at any time, as
hereinafter provided, the Voting Trustee, at such time as it may choose
during the period commencing twenty (20) days before and ending twenty
(20) days after such termination, shall mail written notice of such
termination to the registered owners of the voting trust certificates at
the addresses appearing on the transfer books of the Depository. After
the date specified in any such notice, (which date shall be fixed by the
Voting Trustee), the Voting Trust Certificates shall cease to have any
effect, and such Voting Trust Unit Holders shall have no further rights
under this Agreement other than to receive Class B common stock of the
Corporation or other property distributable under the terms hereof upon
surrender of such Voting Trust Certificates.
B. At any time subsequent to thirty (30) days after the
termination of this Agreement, but not later than sixty (60) days after
such termination, the Voting Trustee may deposit with the Depository stock
certificates representing the number of shares of Class B common stock
represented by the Voting Trust Certificates then outstanding, with
authority in writing to the Depository to deliver such stock certificates
in exchange for Voting Trust Certificates representing a like number of
shares of the Class B common stock of the Corporation; and upon such
deposit all further liability of the Voting Trustee for delivery of such
stock certificates and the delivery or payment of dividends due upon
surrender of the Voting Trust Certificates shall cease, and the Voting
Trustee shall not be required to take any further action hereunder.
6. DIVIDENDS ON SHARES
A. From time to time, as they are received by the Voting
Trustee, and in any event within ten (10) days of such receipt by the
Voting Trustee, each Voting Trust Unit Holder shall be entitled to receive
payments equal to the cash dividends, if any, received by the Voting
Trustee upon a like number of shares of stock of the Corporation as is
called for by each such Voting Trust Certificate. If any dividend in
respect to the stock deposited with the Voting Trustee is paid, in whole
or in part, in shares of Class B common stock of the Corporation, the
Voting Trustee shall likewise hold, subject to the terms of this
Agreement, the certificates for stock which were received by him upon such
Class B common stock and the Holder of Voting Trust Units representing
Class B common stock upon which such stock dividend has been paid shall be
entitled to receive a Voting Trust Certificate issued under this Agreement
for a number of Units equivalent to the number of shares of Class B common
stock received as such dividend with respect to the Units represented by
such Voting Trust Certificate. Holders entitled to receive the dividends
described above shall be those registered as such on the transfer books of
the Voting Trustee at the close of business on the day fixed by the
Corporation for the fixing of record to determine those holders of its
stock entitled to receive such dividends, or if the Voting Trustee has
fixed the date, as hereinafter in this paragraph provided, for the purpose
of determining the Voting Trust Unit Holders entitled to receive such
payment or distribution, then those registered as such at the close of
business on the date so fixed by the Voting Trustee.
B. If any dividend or other distribution in respect to the
stock held by the Voting Trustee is paid other than in cash or in shares
of Class B common stock, then the trustee shall distribute the same among
the Voting Trust Unit Holders registered as such at the close of business
on the date fixed by the Voting Trustee for taking a record to determine
the Voting Trust Unit Holders entitled to receive such distribution. Such
distribution shall be made to such Voting Trust Unit Holders pro-
portionately in accordance with the number of Units represented by the
respective Voting Trust Certificates.
C. The transfer books of the Voting Trustee may be closed
temporarily by the Voting Trustee for a period not exceeding twenty (20)
days preceding the date fixed for the payment or distribution of dividends
or the distribution of assets or rights, or at any other time in the
absolute discretion of the Voting Trustee. In lieu of providing for the
closing of the books against the transfer of Voting Trust Certificates,
the Voting Trustee may fix a date not exceeding twenty (20) days preceding
any date fixed by the Corporation for the payment or distribution of
dividends, or for the distribution of assets or rights, as a record date
for the determination of the Voting Trust Unit Holders entitled to receive
such payment or distribution, and the Voting Trust Unit Holders of record
at the close of business on such date shall exclusively be entitled to
participate in such payment or distribution.
D. In lieu of receiving cash dividends upon the Class B common
stock of the Corporation and paying the same to the Voting Trust Unit
Holders pursuant to the provisions of this Agreement, the Voting Trustee
may instruct the Corporation in writing to pay such dividends to the
Voting Trust Unit Holders directly. Upon receipt of such written
instructions, the Corporation shall pay such dividends directly to the
Holders of the Voting Trust Certificates. Upon such instructions being
given by the Voting Trustee to the Corporation, and until revoked by the
Voting Trustee, all liability of the Voting trustee with respect to such
dividends shall cease. The Voting Trustee may at any time revoke such
instructions and by written notice to the Corporation direct it to make
dividend payments to the Voting Trustee.
7. SUBSCRIPTIONS TO NEW SHARES OR SECURITIES
In case the Corporation shall offer any of its shares or other
securities to its shareholders for subscription, then in such case upon
receiving from a Voting Trust Unit Holder, prior to the time limited by
the Corporation for subscription of payment, a request to subscribe in his
or her behalf, and the money required to pay for a stated amount of such
shares or other securities (not in excess of the ratable amount
subscribable in respect of the Units represented by such Voting Trust
Certificate), the Voting Trustee will make such subscription and payment,
and, upon receiving from the Corporation the share certificates or other
securities so subscribed for, will, if a share of Class B common stock of
the corporation held hereunder, issue one or more Voting Trust
Certificates in respect thereof to the Voting Trust Unit Holder who shall
have made such request and payment, and if other shares and securities
will deliver such other Units or securities to the Voting Trust Unit
Holders who shall have made such request and payment. The Voting Trustee
shall not, in any event, in respect of any dividend in shares or shares
subscribed for, be required to deliver certificates representing
fractional parts of the share, but may in lieu thereof, deliver in respect
of such fractional interest fractional scrip certificates in such form
and upon such terms and conditions as the Voting Trustee may determine in
its sole discretion.
8. REDEMPTION OR PURCHASE OF ITS OWN SHARES BY CORPORATION;
DISSOLUTION OF CORPORATION
A. If, from time to time, the Corporation shall redeem,
purchase or offer to purchase, or if a Voting Trust Unit Holder should
direct the Voting Trustee to offer to sell to the Corporation voting
shares represented by Units issued hereunder subject to the provisions of
this Voting Trust Agreement, the procedure hereinafter set forth shall be
followed.
(1) In the event a Voting Trust Unit Holder or his legal
representative so requests, the Voting Trustee shall offer to sell
some or all of the voting shares of the corporation represented by
the Voting Trust Units of the Holder, in such amounts, at such
price and upon such other terms or conditions as the Voting Trust
Unit Holder may specify in a writing delivered to the Voting
Trustee at the address specified in paragraph 17, as from time to
time in effect.
(2) As to a redemption or offer to purchase by the Corpo-
ration, written notice of such redemption or offer to purchase,
containing, without limitation, a description of the Class B
common stock subject to such redemption or offer to purchase, the
price, terms and conditions, if any, of such redemption or offer
to purchase, and the period of time for which the offer shall
remain open shall be given by the Corporation to the Voting
Trustee.
(a) Within five (5) business days of receipt by the
Voting Trustee of the written notice referred to above, the
Voting Trustee shall send, to the address and in the manner
provided in paragraph 17, to each Voting Trust Unit Holder
representing Units to which the redemption or offer to
purchase pertains, a true copy of such written notice.
(b) If the written notice involves an offer to purchase
Units by the Corporation, the Voting Trust Unit Holder or
Holders to whom such notice has been sent shall have fifteen
(15) business days from the date such notice is deemed given
(unless a shorter period is specified in such notice) to
direct the Voting Trustee to tender Units for purchase, and
the Voting Trustee shall be bound by the decision of the
Voting Trust Unit Holder as to whether such Units shall be
sold, redeemed, or tendered for purchase.
(3) (a) In the case of acceptance of the Corporation's
offer to purchase by a Voting Trust Unit Holder, redemption
by the Corporation, or of acceptance by the Corporation of an
offer to sell from a Voting Trust Unit Holder, each Voting
Trust Unit Holder to which such redemption or acceptance
applies shall deliver to the Voting Trustee the Voting Trust
Certificate or Certificates representing Units to be redeemed
or purchased, duly endorsed together with payment of any
applicable transfer taxes.
(b) The Voting Trustee shall receive such Voting Trust
Certificate or Certificates and shall hold it or them in
escrow. Concurrently:
(i) The Voting Trustee shall tender to the
Corporation the Class B common stock to be redeemed or
purchased, and shall receive from the Corporation the
consideration in the amount and form, and subject to any
conditions specified in the notice to redeem or
purchase. The consideration shall be held in escrow by
the Voting Trustee.
(ii) The Voting Trustee shall transfer and deliver
to each Voting Trust Unit Holder whose Units are being
redeemed or purchased the amount of consideration
received for and on account of voting shares represented
by such Units, and shall cancel each respective Voting
Trust Certificate as to which such distribution has been
made.
(c) Each Voting Trust Certificate as to which shares of
Class B common stock are acquired by the Corporation shall be
canceled, the Units it represents shall be deemed withdrawn
from and no longer subject to this Agreement and the former
Voting Trust Unit Holders shall have no further rights with
regard to such retired Voting Trust Certificates under this
Agreement. No such Voting Trust Certificates thus canceled
shall be reissued during the term of this Agreement.
B. In the event of the dissolution or partial liquidation of
the Corporation, whether voluntary or involuntary, or upon the sale of the
shares of Class B common stock held in this Voting Trust, the Voting
Trustee shall receive the monies, securities, rights, or property, to
which the holders of the Class B common stock of the Corporation deposited
hereunder are entitled, and shall distribute the same among the registered
Voting Trust Unit Holders in proportion to their interests as shown by the
books of the Voting Trustee, or the Voting Trustee may, in its discretion,
deposit such monies, securities, rights, or property with the Depository
with authority and instructions to distribute the same as above provided
and upon such deposit all further obligations or liabilities of the Voting
Trustee in respect of such monies, securities, rights, or property so
deposited shall cease.
9. REORGANIZATION OF CORPORATION
In the event the Corporation is merged into or consolidated with
another corporation, or all or substantially all of the assets of the
Corporation are transferred to another corporation in exchange for stock,
then in connection with such transfer the term "corporation" for all
purposes of this Agreement shall be taken to include any such successor or
resulting corporation, and the Voting Trustee shall receive and hold
under this Agreement any stock of such successor corporation received on
account of his ownership, as Voting Trustee hereunder, of the stock held
hereunder prior to such merger, consolidation, or transfer. Voting Trust
Certificates issued and outstanding under this Agreement at the time of
such merger, consolidation, or transfer may remain outstanding, or the
Voting Trustee may, in its discretion, substitute for such Voting Trust
Certificates new voting trust certificates in appropriate form, and the
terms "stock" and "voting stock" as used herein shall be taken to include
any stock which may be received by the Voting Trustee in lieu of all or
any part of the Class B common stock of the Corporation.
10. RIGHTS AND POWERS OF VOTING TRUSTEE
A. (1) The Voting Trustee shall possess and be entitled,
subject to the provisions hereof, in its discretion, to
exercise all the rights and powers of an absolute owner of
all Class B common shares deposited, including the right to
receive dividends, payments upon redemption or repurchase, or
other corporate distributions upon such Class B common shares
and the right to vote, consent in writing, or otherwise act
with respect to any shareholder action with regard to the
Class B common shares.
(2) The foregoing notwithstanding, without prior
direction of the Voting Trust Unit Holders given at a meeting
called and held in accordance with Paragraph 14 of this
Agreement, the Voting Trustee shall not have any power or
right under this Voting Trust Agreement to vote, consent in
writing or otherwise act with respect to: any sale,
exchange, hypothecation, conversion to Class A common stock
of the Corporation or other disposition of any of the voting
shares of the Corporation held hereunder; any proposed merger
or consolidation of the Corporation with any other person or
entity or any acquisition of all or substantially all of the
assets of any other person or entity; any sale, lease or
exchange of all or substantially all of the assets of the
Corporation; or the dissolution or liquidation of the
Corporation.
B. The stock held by the Voting Trustee hereunder shall be
voted, or proxies appointed as determined by the Voting Trustee or by a
majority of Voting Trustees if more than one is acting hereunder. In the
event more than one Voting Trustee is acting at any time and a majority
cannot agree on the voting of such stock, the Voting Trustee shall vote
the stock in the manner provided under the laws of the State of Wisconsin
then in effect. In voting the stock held by it hereunder, either in
person or by its nominees or proxies, the Voting Trustee shall exercise
his or her best judgment to select suitable directors of the Corporation,
and shall otherwise, insofar as one may, as a shareholder of the
Corporation, take such part in or action in respect to the management of
its affairs as he may deem necessary to the end that the Voting Trustee
may be advised on the affairs of the Corporation and the management
thereof; and in voting upon any matters that may come before him or her at
any shareholders meeting and as to which he or she is entitled to vote,
the Voting Trustee shall exercise like judgment but he or she shall not be
personally responsible with respect to any action taken pursuant to his or
her vote so cast in any matter, or committed or omitted to be done under
this Agreement, provided that such commission or omission does not amount
to willful neglect or misconduct on his or her part, and provided also
that the Voting Trustee at all times exercises good faith in such matters.
C. The Voting Trustee is also authorized to become a party to
or to prosecute, defend or intervene in any suits or legal proceedings,
and the shareholders who are a party hereto, and Voting Trust Unit Holders
agree to hold the Voting Trustee harmless from any action or omission by
him or her in the premises. No Voting Trustee shall be required to give
any bond or other security for the discharge of his or her duties in any
jurisdiction. Nothing herein shall operate to prevent or disqualify any
party hereto from prosecuting, defending or intervening in suits or legal
proceedings in his or her capacity as a shareholder of the Corporation,
notwithstanding the fact that legal ownership of such stock resides in the
Voting Trustee. To this end, upon the written request of a Voting Trust
Unit Holder, the Voting Trustee will take those actions necessary to
accomplish the purpose of the foregoing sentence, including, but not
limited to, initiating or defending such proceedings on behalf of the
Voting Trust Unit Holder or, granting such proxies or powers of attorney
as may be reasonably requested by such Holder. Expenses incurred in
implementing those provisions shall be borne by that or those affected
Voting Trust Unit Holders.
11. VOTING TRUSTEE
A. The initial Voting Trustee shall be Imogene P. Johnson.
Imogene Johnson shall serve as Voting Trustee until the earlier of her
death, disability, resignation, or until December 31, 1999. Each
subsequent voting trustee shall be one or more individuals and shall serve
until the earlier of his or her death, disability (defined below),
resignation as Voting Trustee, termination of the Voting Trust, or as
otherwise provided in paragraph C, below.
B. The initial Voting Trustee shall have the power, in a
writing filed with the trust records or by will admitted to probate, to
designate one or more persons to succeed him or her as Voting Trustee.
The last designation so filed by an acting Voting Trustee shall revoke all
prior designations filed by that person. If made during the lifetime of
the Voting Trustee executing such a designation, such designation shall be
delivered to the successor named, and a copy delivered to each registered
Voting Trust Unit Holder and to the Depository.
C. Appointment of further successor voting trustees and removal
of a successor voting trustee, however selected or appointed, shall be
undertaken by a committee to be called the Voting Trustee Appointment and
Remover Committee (the "Committee"), formed as provided below:
(1) The Committee may be formed by the then acting successor
voting trustee, or upon written notice, specifying the purpose for
which the Committee is to be formed, delivered to the then acting
successor voting trustee, by any of:
(a) legally competent descendants of Samuel C. Johnson
from two or more Family Groups, defined in subparagraph 2(a),
below, or from one Family Group if there are then two or
fewer Family Groups; or
(b) Any legally competent descendant of Samuel C.
Johnson, solely for the purpose of selecting a successor
voting trustee when a vacancy exists which has not otherwise
been filled.
Should the acting successor voting trustee refuse or fail to
convene the Committee within fifteen (15) days after delivery of
the written notice referred to above, then the Committee may be
convened by any party who signed the original written notice, or
if the Committee is to be formed only to select a successor voting
trustee, by any legally competent descendant of Samuel C. Johnson.
The Committee is to be convened as soon as possible, but not later
than thirty (30) days after delivery of the written notice
referred to above in this subparagraph (1).
(2) The Committee shall consist of Imogene P. Johnson, if
she is legally competent and willing to act, and one
representative from each Family Group (defined below). If Imogene
P. Johnson does not act, her place on the Committee shall be taken
by an individual selected in the manner provided in subparagraph
2(d), below.
(a) A Family Group shall be created and named for each
of the children of Samuel C. Johnson, S. Curtis Johnson,
Helen Johnson-Leipold, H. Fisk Johnson, and Winifred J.
Marquart. The members of each Family Group shall consist of
the child of Samuel C. Johnson for whom the Family Group is
named and his or her respective direct lineal descendants.
(b) Each Family Group shall select one legally com-
petent member of such Family Group to represent the Family
Group on the Committee. The selection of a Family Group's
representative shall be by majority vote of the legally
competent members of the Family Group, or if no such vote can
be or is taken, the eldest member of such group willing and
legally competent to act shall represent the Family Group on
the Committee.
(c) During any period in which there is no legally
competent member of a Family Group able to act, then such
Family Group shall have no representative.
(d) If Imogene P. Johnson is unable or unwilling to act
as a member of the Committee, she may, if living and legally
competent, designate in writing an individual to serve in her
place as a member of the Committee. Otherwise, her place on
the Committee shall be filled by an individual selected by a
majority of the representatives on the Committee of the
Family Groups. Such individual, other than Imogene P.
Johnson, however designated or selected, shall be called the
"non-Family Group member".
(e) If Imogene P. Johnson is not a member of the Com-
mittee, the non-Family Group member selected to serve on the
Committee in accordance with subparagraph (d), above, shall
be a person of good judgment, experienced in business and
related affairs, who is knowledgeable of the family of Samuel
C. Johnson (the "Johnson Family") and of the goals and
objectives of the Johnson Family. The non-Family Group
member shall act as a facilitator of the activities of the
Committee. It would be expected that if the representatives
of the Family Groups are unable to agree upon a particular
course of action, the views and counsel of such non-Family
Group member would be given substantial weight by the
Committee. Imogene P. Johnson, if acting as a member of the
Committee, shall be a voting member of the Committee for all
purposes. The non-Family Group member shall be a voting
member of the Committee only as hereinafter provided.
(3) Should the Committee be convened to consider the removal
of an acting successor voting trustee, it shall function as
provided below:
(a) The Committee may retain counsel or other experts
it deems appropriate, and all such costs attributable to such
retention shall be proper expenses of the Voting Trust.
(b) Each member of the Committee shall have one vote.
The foregoing notwithstanding, for purposes of removing an
acting successor voting trustee, the Family Group to which a
successor voting trustee belongs, and the non-Family group
member designated to serve on the Committee pursuant to the
provisions of subparagraph (2)(d), above, shall not be
eligible to vote. A vote of all acting Committee members
eligible to vote for removal shall be required to remove an
acting successor voting trustee. Upon the unanimous vote of
removal, the term of a successor voting trustee shall
terminate.
(4) In the event of any vacancy in the office of successor
voting trustee, the Committee formed in the manner provided in
subparagraph (1) above, or if formed for purposes of removing an
acting successor voting trustee, such Committee as then
constituted, shall fill such vacancy.
(a) The appointment of a successor voting trustee by
the Committee shall be by majority vote of Committee members.
(b) If no majority vote is attained, then Imogene P.
Johnson if then a member of the Committee, otherwise the non-
Family Group member of the Committee shall vote to break the
deadlock, and the candidate for whom Imogene P. Johnson or
such non-Family Group member's vote is cast shall be deemed
to have received a majority of votes cast.
(c) The appointment of a successor voting trustee by
the Committee shall become effective upon delivery of the
written designation of a successor trustee and the written
acceptance of such successor trustee, to each then living
adult descendant of Samuel C. Johnson.
(d) No successor trustee appointed or acting pursuant
to this instrument of designation shall be responsible for
the acts of his or her predecessor, and each successor
trustee shall be entitled to receive, within thirty (30) days
of the effective date of his or her appointment, a written
accounting of all actions of such predecessor as successor
trustee.
D. If a vacancy has not been otherwise filled within sixty (60)
days from the date the vacancy occurs, a successor Voting Trustee shall be
elected by a majority of Units then outstanding.
E. The rights, powers and privileges of the initial Voting
Trustee named hereunder shall extend to and be exercised by any successor
voting trustee, with the same effect as if such successor or successors
had originally been a party to this Agreement. The word "Trustee", as
used in this Agreement, means the Voting Trustee or any successor Voting
Trustee acting hereunder, and shall include both the singular and the
plural number. The words "he", "him" and "his" as used in this Agreement
in reference to the Voting Trustee shall mean "they", "them" and "their"
respectively, when more than one Voting Trustee is acting hereunder, or
"she", "her", or "hers", respectively, if the Voting Trustee is female.
Whenever more than two voting trustees are acting hereunder, or when the
Committee is acting or voting, decisions shall be made by a majority of
the Voting Trustees or of the Committee then acting, unless otherwise
herein provided.
F. Any Voting Trustee shall cease to serve as Voting Trustee
under this Agreement in the event of his or her disability. For purposes
of this Agreement, disability shall be an inability to perform duties as
Voting Trustee. A disability shall be deemed to have occurred as of the
date that a Voting Trustee is certified to be incapable of handling his or
her financial affairs by a physician who has attended the Voting Trustee
within the past two (2) years.
G. The Voting Trustee is not to receive any compensation for
his or her services hereunder. The Voting Trustee may employ counsel and
obtain such other assistance as may be necessary or convenient in the
performance of his or her functions. The Voting Trustee shall be
reimbursed and indemnified by the Voting Trust Unit Holders for and
against any and all claims, expenses and liabilities incurred by him or
her, or asserted against him or her, in connection with or growing out of
this Agreement or the discharge of his or her duties hereunder, other than
in connection with the gross negligence or wilful misconduct of the Voting
Trustee. Any such claims, expenses or liabilities shall be charged to the
Voting Trust Unit Holders pro rata, and may be deducted from the dividends
or other distributions to them, or may be made a charge payable
conditioned upon the delivery of voting shares in exchange for Voting
Trust Certificates as provided herein and the Voting Trustee shall be
entitled to a lien therefor upon the voting shares, funds or other
property held in his or her possession.
H. Under no circumstances shall the Voting Trustee have any
power or authority to engage in any trade or business or in any other
activity not specifically contemplated herein.
12. TERM
A. This Agreement shall continue in effect for the maximum
period of time permitted by the laws of the State of Wisconsin from time
to time in effect, but shall terminate upon the happening of the earliest
of any of the following events:
(1) The execution and acknowledgement or authentication (as
deeds for the conveyance of real estate are required to be
acknowledged or authenticated under the laws of the State of
Wisconsin then in effect) by the Voting Trustee hereunder of a
Deed of Termination, duly filed in the office of the Corporation
in Racine, Wisconsin, and with the Depository at its office of
record, or;
(2) The execution and acknowledgement or authentication (as
deeds for the conveyance of real estate are required to be
acknowledged or authenticated under the laws of the State of Wis-
consin then in effect) of a Deed of Termination by the registered
Holders of at least 50% of the Units represented by Voting Trust
Certificates issued under this Agreement, duly filed in the
principal office of the Corporation in Racine, Wisconsin, and
with the office of the Depository at its office of record.
(3) Sale of all of the shares of the Corporation held here-
under.
(4) Dissolution of the Corporation.
13. SUCCESSOR DEPOSITORY
The Depository may at any time resign its duties, trusts and
powers hereunder by giving ten (10) days written notice thereof to the
Voting Trustee, and the Depository may at any time be removed by a written
instrument signed by the Voting Trustee and delivered to the Depository,
to become effective ten (10) days after such delivery. In case of a
vacancy in the position of Depository, the Voting Trustee then in office
may designate as a successor some other firm (defined for this purpose to
include a corporation, general partnership or limited partnership)
maintaining one or more offices in the State of Wisconsin by an instrument
in writing signed by him and delivered to such successor Depository, which
successor shall thereupon have the same duties and responsibilities, and
be entitled to all the rights, authorities, and powers hereby conferred on
the above named Depository. The Depository so resigning or so removed
shall thereupon promptly transfer and deliver to such successor the share
certificates then held by it hereunder, together with all books and
records relating thereto.
14. MEETINGS OF CERTIFICATE HOLDERS
In the event that the Voting Trustee desires to ascertain the
views of the Voting Trust Unit Holders of record with respect to any
action or thing done or proposed to be done by him and as to which he has
voting power, or if the Corporation so requests, or upon any other
question or purpose provided by the provisions of this Voting Trust
Agreement, the Voting Trustee shall for such purpose call a meeting of
such Voting Trust Unit Holders to be held at the principal offices of the
Corporation in the State of Wisconsin, or at such other place as the
Voting Trustee may designate. Such call shall set forth the time, place,
and purpose of the meeting and notice thereof shall be mailed at least ten
(10) days before the date of such meeting to each Voting Trust Unit Holder
of record outstanding hereunder, who may waive such notice in writing. At
such meeting every Voting Trust Unit Holder of record hereunder shall have
one (1) vote for each Unit represented by Voting Trust Certificates
standing in his name, and may vote in person or by proxy. If, at any such
meeting the Voting Trust Unit Holders of record representing seventy-five
percent (75%) in amount of the Units then outstanding, voting separately
and not by class, shall affirmatively concur in any expression or view, or
otherwise with regard to any matter or thing mentioned in the call of such
meeting, such expression may conclusively and for all purposes be deemed
by the Voting Trustee to be that of all Voting Trust Unit Holders
outstanding hereunder. Each and every Voting Trust Unit Holder of record
outstanding hereunder agrees for himself, his successors, and assigns to
accept and be bound by such determination of the Voting Trust Unit
Holders representing seventy-five (75%) in amount of the Units issued and
then outstanding under this Agreement. The results of such a meeting
shall be advisory in nature unless otherwise specifically provided in this
Agreement. No action of any such meeting shall alter or modify the
express provisions of this Agreement, or in any way limit the powers and
discretions of the Voting Trustee defined by this Agreement, unless such
action is also in accordance with the provisions of paragraph 18 of this
Agreement. In lieu of a meeting as provided above, Voting Trust Unit
Holders may take any action otherwise permissible under this paragraph by
unanimous written consent.
15. VOTING TRUSTEE AS SHAREHOLDER
The Voting Trustee herein appointed, and his or her successors,
may be parties to this Agreement as a shareholder and to the extent of the
Units deposited by him or her, he or she shall be entitled in all respects
to the same rights and benefits as other shareholders.
16. FUNCTION AND LIABILITY OF DEPOSITORY
The Depository from time to time acting hereunder is hereby
appointed the agent and depository of the Voting Trustee, to receive and
hold as his or her custodian certificates for voting shares of the
Corporation at any time delivered to the Voting Trustee hereunder, and to
execute and issue Voting Trust Certificates in the name of the Voting
Trustee, and to transfer the same, and to the effect the exchange of
voting share certificates for Voting Trust Certificates as and when herein
provided, and the Voting Trustee may appoint such Depository, with its
consent, as his or her proxy or agent to perform any other of his or her
functions hereunder. The Depository assumes no responsibility for the
acts of the Voting Trustee. The Depository shall not be required to
defend any suit, take any action, or incur any expense or liability
hereunder unless requested in writing by the holders of a majority in
amount of the Units issued and outstanding under this Agreement, or by the
Voting Trustee, and is to be indemnified to its satisfaction. The
Depository shall be fully protected in all cases in acting upon the
written direction or with the written approval of the Voting Trustee,
except as otherwise herein expressly provided, and shall in no case be
liable for any act or omission except only for its own willful misconduct.
17. NOTICE
A. Unless otherwise specifically provided in this Agreement,
any notice to or communication with Voting Trust Unit Holders hereunder
shall be deemed to be sufficiently given or made if enclosed in a postpaid
envelope, first class mail, addressed to such Holders at their respective
addresses appearing on the transfer books of the Voting Trustee, and
deposited in any Post Office or Post Office Box. The addresses of the
Voting Trust Unit Holders, as shown on the transfer books of the Voting
Trustee, shall in all cases be deemed to be the addresses of Voting Trust
Unit Holders for all purposes under this Agreement, without regard to what
other or different addresses the Voting Trustee may have for any Voting
Trust Unit Holder on any other books or records of the Voting Trustee.
Every notice so given shall be effective, whether or not received, ten
(10) days from the date it is deemed given and the date of mailing, as
provided above, shall be the date such notice is deemed given for all
purposes.
B. Any notice to the Corporation hereunder shall be sufficient
if enclosed in a postpaid envelope and sent by registered mail to the
Corporation addressed as follows: Johnson Worldwide Associates, Inc., 222
Main Street, Racine, Wisconsin 53403, or to such other address as the
Corporation may designate by notice given in writing to the Voting
Trustee.
C. Any notice to the Voting Trustee hereunder may be enclosed
in a postpaid envelope and sent by registered mail to the Voting Trustee,
addressed to it at such address as may from time to time be furnished in
writing to the Corporation by the Voting Trustee, and if no such address
has been so furnished by the Voting Trustee, then to the Voting Trustee in
care of the Corporation.
D. Any notice to the Depository hereunder may be enclosed in a
postpaid envelope and sent by registered mail to the Depository, addressed
to it at 4041 N. Main Street, Racine, Wisconsin 53402, or such other
address as may from time to time be furnished by the Depository in writing
to the Corporation and to the Voting Trustee, and if no such address has
been so furnished by the Depository, then to the Depository in care of the
Voting Trustee.
E. All distributions of cash, securities, or other property
hereunder by the Voting Trustee or by the Depository to the Voting Trust
Unit Holders may be made, in the discretion of the Voting Trustee or
Depository, by mail (regular or registered mail, as the Voting Trustee or
Depository may deem advisable), in the same manner as hereinabove provided
for the giving of notice to the Voting Trust Unit Holders.
18. AMENDMENT
If at any time the Voting Trustee shall deem it advisable to
amend this Agreement, or if a written proposed amendment is delivered to
him or her by any Voting Trust Unit Holder hereunder, the voting Trustee
shall submit such amendment to the Holders of the then outstanding Voting
Trust Units for their approval, at a special meeting of such Holders which
shall be called for that purpose. Notice of the time and place of such
special meeting shall be given by the Voting Trustee at the time and in
the manner provided in Paragraphs 14 and 17, and such notice shall contain
a copy of the proposed amendment. If at such special meeting, or at any
adjournment thereof, the proposed amendment shall be approved by the
affirmative vote of the Voting Trust Unit Holders representing seventy-
five percent (75%) of the Units then outstanding, a certificate to that
effect, duly verified under oath by the chairman and secretary of such
meeting, shall be made and filed in the office of the corporation in
Racine, Wisconsin, and with the Depository at its office of record, and
thereupon the proposed amendment of this Agreement so approved shall
become a part of this Agreement as if originally incorporated herein.
19. BENEFIT
This Agreement shall be binding upon the parties hereto and all
certificate holders and their respective heirs, executors, administrators,
successors and assigns.
20. GOVERNING LAW
This Agreement shall be governed by the Laws of the State of
Wisconsin and its provisions shall be construed in accordance with the
laws of such State from time to time in effect.
21. EXECUTION
This Agreement may be executed in several counterparts, each of
which shall be an original, and such counterparts shall together
constitute one and the same instrument. One of such counterparts shall be
kept at the office of the Depository, and one at the office of the
Secretary of the Corporation, each of which shall be available for
inspection by any Voting Trust Certificate Holder.
IN WITNESS WHEREOF, the shareholders have or shall, from time to
time, become parties hereto by assigning and delivering their voting
share certificates to the Voting Trustee as herein provided and by
receiving Voting Trust Certificates issued hereunder; the Voting Trustee
has hereunto set its hand and seal; and the Depository has caused this
instrument to be signed.
_____________________________________
Imogene P. Johnson
Voting Trustee
Johnson Worldwide Associates, Inc.
By _________________________________
_____________________________________
Imogene P. Johnson 78,200 shares
_____________________________________
Raymond F. Farley
_____________________________________
John M. Schroeder
as trustees of the Samuel C. Johnson
Family Trust dated December 23, 1986
JWA Consolidated, Inc.
By _________________________________ 685,536 shares
_____________________________________ 105,128 shares
Imogene P. Johnson, as successor trustee
of the H. F. Johnson Foundation Trust #1
f/b/o Samuel C. Johnson, et al, dated
January 1, 1965
_____________________________________ 64,620 shares
Samuel C. Johnson, as trustee of the
H. F. Johnson Distributing Trust #1 f/b/o
Samuel C. Johnson, et al, dated
December 31, 1959
_____________________________________ 95,516 shares
Samuel C. Johnson, as trustee of the
Samuel C. Johnson 1988 Trust Number
One dated September 14, 1988
Johnson Heritage Trust Company
By _________________________________
Depository
