JOHNSON OUTDOORS INC — Major Shareholding Notification 2009

Jan 5, 2009

SC 13D/A 1 sc13da201874123_12312008.htm sc13da201874123_12312008.htm Licensed to: Olshan Document Created using EDGARizer 4.0.7.0 Copyright 1995 - 2008 EDGARfilings, Ltd., an IEC company. All rights reserved

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 2) 1

Johnson Outdoors Inc.

(Name of Issuer)

Class A Common Stock, par value $0.05

(Title of Class of Securities)

479167108

(CUSIP Number)

STEVE WOLOSKY, ESQ.

OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP

Park Avenue Tower

65 East 55th Street

New York, New York 10022

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

December 31, 2008

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o .

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

---

1 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 ).

CUSIP NO. 479167108

| 1 | NAME
OF REPORTING PERSON STEEL
PARTNERS II, L.P. | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o |
| 3 | SEC
USE ONLY | |
| 4 | SOURCE
OF FUNDS | |
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e) | ¨ |
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION DELAWARE | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE
VOTING POWER - 0
- |
| | 8 | SHARED
VOTING POWER - 0
- |
| | 9 | SOLE
DISPOSITIVE POWER - 0
- |
| | 10 | SHARED
DISPOSITIVE POWER - 0
- |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0
- | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | ¨ |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% | |
| 14 | TYPE
OF REPORTING PERSON PN | |

2

CUSIP NO. 479167108

| 1 | NAME
OF REPORTING PERSON STEEL
PARTNERS II GP LLC | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o |
| 3 | SEC
USE ONLY | |
| 4 | SOURCE
OF FUNDS | |
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e) | ¨ |
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION DELAWARE | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE
VOTING POWER - 0
- |
| | 8 | SHARED
VOTING POWER - 0
- |
| | 9 | SOLE
DISPOSITIVE POWER - 0
- |
| | 10 | SHARED
DISPOSITIVE POWER - 0
- |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0
- | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | ¨ |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% | |
| 14 | TYPE
OF REPORTING PERSON OO | |

3

CUSIP NO. 479167108

| 1 | NAME
OF REPORTING PERSON STEEL
PARTNERS II MASTER FUND L.P. | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o |
| 3 | SEC
USE ONLY | |
| 4 | SOURCE
OF FUNDS | |
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e) | ¨ |
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION CAYMAN
ISLANDS | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE
VOTING POWER - 0
- |
| | 8 | SHARED
VOTING POWER - 0
- |
| | 9 | SOLE
DISPOSITIVE POWER - 0
- |
| | 10 | SHARED
DISPOSITIVE POWER - 0
- |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0
- | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | ¨ |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% | |
| 14 | TYPE
OF REPORTING PERSON PN | |

4

CUSIP NO. 479167108

| 1 | NAME
OF REPORTING PERSON STEEL
PARTNERS LLC | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o |
| 3 | SEC
USE ONLY | |
| 4 | SOURCE
OF FUNDS | |
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e) | ¨ |
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION DELAWARE | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE
VOTING POWER - 0
- |
| | 8 | SHARED
VOTING POWER - 0
- |
| | 9 | SOLE
DISPOSITIVE POWER - 0
- |
| | 10 | SHARED
DISPOSITIVE POWER - 0
- |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0
- | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | ¨ |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% | |
| 14 | TYPE
OF REPORTING PERSON OO | |

5

CUSIP NO. 479167108

| 1 | NAME
OF REPORTING PERSON WARREN
G. LICHTENSTEIN | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o |
| 3 | SEC
USE ONLY | |
| 4 | SOURCE
OF FUNDS | |
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e) | ¨ |
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION USA | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE
VOTING POWER - 0
- |
| | 8 | SHARED
VOTING POWER - 0
- |
| | 9 | SOLE
DISPOSITIVE POWER - 0
- |
| | 10 | SHARED
DISPOSITIVE POWER - 0
- |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0
- | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | ¨ |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% | |
| 14 | TYPE
OF REPORTING PERSON IN | |

6

CUSIP NO. 479167108

The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned (“Amendment No. 2”). This Amendment No. 2 amends the Schedule 13D as specifically set forth.

Items 3 and 5 are hereby amended and restated in their entirety to read as follows:

As of the close of business on December 31, 2008, the Reporting Persons ceased to own securities of the Issuer. Schedule A annexed hereto lists all transactions in securities of the Issuer by the Reporting Persons during the past sixty days. All of such transactions were effected in the open market.

Item 7 is hereby amended to add the following exhibit:

99.1 2009 Powers of Attorney.

7

CUSIP NO. 479167108

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

| Dated:
January 5, 2009 | |
| --- | --- |
| By: | Steel
Partners II GP LLC General
Partner |

| By: |
| --- |
| Sanford
Antignas as
Attorney-In-Fact for Warren G. Lichtenstein, Managing
Member |

| STEEL
PARTNERS II GP LLC | |
| --- | --- |
| By: | /s/
Sanford Antignas |
| | Sanford
Antignas as
Attorney-In-Fact for Warren G. Lichtenstein, Managing
Member |

| STEEL
PARTNERS II MASTER FUND L.P. | |
| --- | --- |
| By: | Steel
Partners II GP LLC General
Partner |

| By: |
| --- |
| Sanford
Antignas as
Attorney-In-Fact for Warren G. Lichtenstein, Managing
Member |

| STEEL
PARTNERS LLC | |
| --- | --- |
| By: | /s/
Sanford Antignas |
| | Sanford
Antignas as
Attorney-In-Fact for Warren G. Lichtenstein, Manager |

| /s/
Sanford Antignas |
| --- |
| SANFORD
ANTIGNAS as
Attorney-In-Fact for Warren G.
Lichtenstein |

8

CUSIP NO. 479167108

SCHEDULE A

Transactions in the Shares During the Past Sixty Days

Class of Security Securities (Sold) Price ($) Date of Sale

STEEL PARTNERS II, L.P.

| Common
Stock | (125) | 8.2000 | 11/03/08 |
| --- | --- | --- | --- |
| Common
Stock | (3,210) | 8.3149 | 11/05/08 |
| Common
Stock | (925) | 8.4462 | 11/06/08 |
| Common
Stock | (7,062) | 7.1934 | 11/10/08 |
| Common
Stock | (200) | 7.0500 | 11/11/08 |
| Common
Stock | (668) | 7.0000 | 11/13/08 |
| Common
Stock | (600) | 7.0000 | 11/14/08 |
| Common
Stock | (1,400) | 7.0277 | 11/17/08 |
| Common
Stock | (1,000) | 7.0000 | 11/18/08 |
| Common
Stock | (70) | 7.0000 | 11/19/08 |
| Common
Stock | (351) | 7.0000 | 11/25/08 |
| Common
Stock | (425) | 7.0000 | 12/01/08 |
| Common
Stock | (737) | 7.0000 | 12/02/08 |
| Common
Stock | (418,341) | 5.6000 | 12/31/08 |

STEEL PARTNERS II GP LLC

None

STEEL PARTNERS II MASTER FUND L.P.

None

STEEL PARTNERS LLC

None

WARREN G. LICHTENSTEIN

None

9