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<SEC-DOCUMENT>0000897069-03-000736.txt : 20030710
<SEC-HEADER>0000897069-03-000736.hdr.sgml : 20030710
<ACCEPTANCE-DATETIME>20030710170435
ACCESSION NUMBER:		0000897069-03-000736
CONFORMED SUBMISSION TYPE:	SC 13D/A
PUBLIC DOCUMENT COUNT:		4
FILED AS OF DATE:		20030710

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			JOHNSON OUTDOORS INC
		CENTRAL INDEX KEY:			0000788329
		STANDARD INDUSTRIAL CLASSIFICATION:	 [3949]
		IRS NUMBER:				391536083
		STATE OF INCORPORATION:			WI
		FISCAL YEAR END:			0930

	FILING VALUES:
		FORM TYPE:		SC 13D/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-39084
		FILM NUMBER:		03782386

	BUSINESS ADDRESS:	
		STREET 1:		555 MAIN STREET
		CITY:			RACINE
		STATE:			WI
		ZIP:			53403-1015
		BUSINESS PHONE:		2626316600

	MAIL ADDRESS:	
		STREET 1:		555 MAIN STREET
		STREET 2:		STE 023
		CITY:			RACINE
		STATE:			WI
		ZIP:			53403-1015

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	JOHNSON WORLDWIDE ASSOCIATES INC
		DATE OF NAME CHANGE:	19920703

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			JOHNSON LEIPOLD HELEN P
		CENTRAL INDEX KEY:			0000917324
		STANDARD INDUSTRIAL CLASSIFICATION:	UNKNOWN SIC - 0000 [0000]
		STATE OF INCORPORATION:			WI
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13D/A

	BUSINESS ADDRESS:	
		STREET 1:		J/K MANAGEMENT SERVICES INC
		STREET 2:		4041 NORTH MAIN ST
		CITY:			RACINE
		STATE:			WI
		ZIP:			53402
		BUSINESS PHONE:		4142893757

	MAIL ADDRESS:	
		STREET 1:		C/OJ/K MANAGEMENT SERVICES INC
		STREET 2:		4041 N MAIN STREET
		CITY:			RACINE
		STATE:			WI
		ZIP:			53402
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13D/A
<SEQUENCE>1
<FILENAME>irm392.txt
<DESCRIPTION>SCHEDULE 13D AMENDMENT NO. 2
<TEXT>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                  SCHEDULE 13D
                    Under the Securities Exchange Act of 1934
                               (Amendment No. 2)*


                              JOHNSON OUTDOORS INC.
                              ---------------------
                                (Name of Issuer)

                      Class A Common Stock, $.05 par value
                      ------------------------------------
                         (Title of Class of Securities)

                                   479254 10 4
                                   -----------
                                 (CUSIP Number)

                  Linda L. Sturino, 555 Main Street, Suite 500,
                    Racine, Wisconsin 53403 - (262) 260-4046
                    ----------------------------------------
            (Name, Address and Telephone Number of Person Authorized
                     to Receive Notices and Communications)

                                  July 8, 2003
                                  ------------
             (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 ss.ss.240.13d-1(e), 240.13d-1(f) or
     240.13d-1(g), check the following box. [ ]

     Note: Schedules filed in paper format shall include a signed original and
     five copies of the schedule, including all exhibits. See ss.240.13d-7 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 7 Pages


========== =====================================================================
  1        NAME OF REPORTING PERSON

           Helen P. Johnson-Leipold
- ---------- ---------------------------------------------------------------------
  2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP            (a)   [ ]
                                                                       (b)   [X]
- ---------- ---------------------------------------------------------------------
  3        SEC USE ONLY

- ---------- ---------------------------------------------------------------------
  4        SOURCE OF FUNDS

           OO
- ---------- ---------------------------------------------------------------------
  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
- --------------- --- ------------------------------------------------------------
 NUMBER OF      7   SOLE VOTING POWER

  SHARES            788,155(1)
                --- ------------------------------------------------------------
BENEFICIALLY    8   SHARED VOTING POWER

  OWNED BY          1,329,308(2)
                --- ------------------------------------------------------------
    EACH        9   SOLE DISPOSITIVE POWER

 REPORTING          788,155(1)
                --- ------------------------------------------------------------
   PERSON       10  SHARED DISPOSITIVE POWER

    WITH            1,329,308(2)
- ----------- --------------------------------------------------------------------
11          AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

            2,117,463(2)
- ----------- --------------------------------------------------------------------
12          CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
            EXCLUDES CERTAIN SHARES                                          [ ]

            Not Applicable
- ----------- --------------------------------------------------------------------
13          PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

            25.6%
- ----------- --------------------------------------------------------------------
14          TYPE OF REPORTING PERSON

            IN
================================================================================

                      *SEE INSTRUCTIONS BEFORE FILLING OUT.

(1)  Includes options to acquire shares of Class A Common Stock that are
     exercisable within 60 days and shares of Class A Common Stock held in the
     reporting person's 401(k) plan as of July 1, 2003.
(2)  Takes into account shares of Class B Common Stock beneficially owned by the
     reporting person which are convertible at any time in 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 Outdoors Inc.
          555 Main Street
          Racine, Wisconsin  53403

Item 2.   Identity and Background
          -----------------------

     This statement is being filed by Helen P. Johnson-Leipold. Certain
information regarding the foregoing person is set forth below.

          (a)-(b)   Name and Business Address
                    -------------------------

                    Helen P. Johnson-Leipold
                    555 Main Street
                    Racine, Wisconsin 53403

          (c)  Principal Occupation and Employment
               -----------------------------------

               Chairman and Chief Executive Officer of Johnson Outdoors Inc.

          Principal Business/Name, Address and Principal Business of Employer
          -------------------------------------------------------------------

               Johnson Outdoors Inc.
               555 Main Street
               Racine, Wisconsin  53403

               Manufacturer and marketer of recreational 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.
          -------------------------------------------------

     On July 8, 2003, for aggregate consideration of $2,238,963, the Samuel C.
Johnson 1988 Trust Number 1 dated September 14, 1988, as amended and restated
(the "Trust"), granted to each of Ms. Johnson-Leipold, S. Curtis Johnson, H.
Fisk Johnson and

                                Page 3 of 7 Pages
<PAGE>

Winifred J. Marquart an option to purchase shares of Class A
Common Stock, par value $.05 per share ("Class A Common Stock"), of Johnson
Outdoors Inc. (the "Company") from the Trust for an exercise price of $13.04 per
share (the "Option Agreement"). Ms. Johnson-Leipold paid the consideration for
the option by means of a promissory note (the "Promissory Note"). Samuel C.
Johnson is the sole trustee of the Trust. The Option Agreement and the
Promissory Note are attached as exhibits to this Amendment No. 2 to the Schedule
13D and are incorporated by reference into this Schedule 13D. Item 6 of this
Amendment No. 2 to the Schedule 13D contains a more detailed description of the
option granted to Ms. Johnson-Leipold and the Promissory Note.

     See (a) Item 4 to Amendment No. 1 to this Schedule 13D filed on February
12, 2001 and (b) Item 4 to the original Schedule 13D filed on January 10, 1994
for additional information concerning the other shares of Class A Common Stock
of the Company and the shares of Class B Common Stock, $.05 par value ("Class B
Common Stock") of the Company beneficially owned by Ms. Johnson-Leipold.

Item 4.   Purpose of Transaction.
          ----------------------

     Ms. Johnson-Leipold acquired the above-referenced option for investment
purposes.

     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;


                               Page 4 of 7 Pages

<PAGE>

     (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.

<TABLE>
<CAPTION>
                                   Sole             Shared
                                Voting and        Voting and         Aggregate        Percentage of
            Reporting           Dispositive      Dispositive        Beneficial         Outstanding
             Person                Power            Power            Ownership           Shares
             ------                -----            -----            ---------           ------
<S>                             <C>              <C>              <C>                <C>
Helen P. Johnson-Leipold        788,155(1)       1,329,308(2)     2,117,463(1)(2)    25.6%(1)(2)(3)
_______________
</TABLE>

(1)  Includes options to acquire 635,000 shares of Class A Common Stock, which
     options are exercisable within 60 days, and 3,643 shares of Class A Common
     Stock held in the reporting person's 401(k) plan as of July 1, 2003.
(2)  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.
(3)  Based on 7,211,649 shares of Class A Common Stock outstanding on July 7,
     2003 and 1,056,722 shares of Class B Common Stock beneficially owned by the
     reporting person.

     Ms. Johnson-Leipold shares voting and dispositive power with respect to
certain shares with Samuel C. Johnson, Imogene P. Johnson, S. Curtis Johnson, H.
Fisk Johnson, JWA Consolidated, Inc. and Johnson Trust Company. Certain
information with respect to such persons is set forth below.

<TABLE>
<CAPTION>
                Name and                Principal Occupation         Name, Address and
            Business Address               and Employment           Principal Business
            ----------------               --------------           ------------------
<S>                                           <C>                          <C>
Imogene P. Johnson                              None                       None
555 Main Street
Racine, WI  53403

Citizenship:  United States

Samuel C. Johnson                             Retired                      None
555 Main Street
Racine, WI  53403

Citizenship:  United States

</TABLE>

                               Page 5 of 7 Pages

<PAGE>

<TABLE>
<CAPTION>
                Name and                Principal Occupation         Name, Address and
            Business Address               and Employment           Principal Business
            ----------------               --------------           ------------------
<S>                                <C>                                 <C>

S. Curtis Johnson                  Chairman-Worldwide Professional     Johnson Diversey
555 Main Street                                                        1326 Willow Road
Racine, WI 53403                                                     Sturtevant, WI 53177

Citizenship:  United States

H. Fisk Johnson                              Chairman                S.C. Johnson & Son
555 Main Street                        Chairman of the Board          1525 Howe Street
Racine, WI  53403                                                   Racine, WI 53403-2236

Citizenship:  United States

JWA Consolidated, Inc.                      Not applicable        Holding company for purposes of
555 Main Street                                                       owning stock of Company
Racine, WI  53403

State of Organization:  Delaware

Johnson Trust Company                       Not Applicable            Bank and Trust Company
555 Main Street
Racine, WI  53403

State of Organization:  Wisconsin
</TABLE>

     During the last five years, none of the above persons have 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) Pursuant to the Option Agreement, Ms. Johnson-Leipold was granted an
option to purchase 485,000 shares of the Company's Class A Common Stock from the
Trust for an exercise price of $13.04 per share. No other transactions have been
effected during the past 60 days.

     (d) Not applicable.

     (e) Not applicable.

Item 6.   Contracts, Arrangements, Understandings or Relationships With Respect
          to Securities of the Issuer.
          ---------------------------

          See Item 4 in the original Schedule 13D filed on January 10, 1994.


                               Page 6 of 7 Pages

<PAGE>

          On July 8, 2003, Ms. Johnson-Leipold entered into the Option Agreement
          and the Promissory Note. Pursuant to the Option Agreement, Ms.
          Johnson-Leipold was granted an option to purchase 485,000 shares of
          the Company's Class A Common Stock from the Trust for an exercise
          price of $13.04 per share. The option is exercisable as of July 8,
          2003 and expires on January 7, 2005. As consideration for the option,
          Ms. Johnson-Leipold paid $1,119,480 by means of the Promissory Note.
          Under the Promissory Note, Ms. Johnson-Leipold is obligated to pay the
          Trust the sum of $1,119,480, together with interest on the outstanding
          principal balance at a rate of 1.23% per annum until the Promissory
          Note is paid in full. All outstanding interest and principal is due
          and payable on January 7, 2005. Ms. Johnson-Leipold may prepay the
          Promissory Note without penalty.

Item 7.   Material to be Filed as Exhibits.
          --------------------------------

          (a)  Johnson Outdoors Inc. Class B Common Stock Voting Trust (Filed
               with the original Schedule 13D filed on January 10, 1994).

          (b)  Option Agreement, dated July 8, 2003, by and among the Samuel C.
               Johnson 1988 Trust Number 1 dated September 14, 1988, as amended
               and restated, Helen P. Johnson-Leipold, S. Curtis Johnson, H.
               Fisk Johnson and Winifred J. Marquart.

          (c)  Promissory Note, dated July 8, 2003.

          (d)  Power of Attorney



                               Page 7 of 7 Pages

<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: July 9, 2003.

                                        Helen P. Johnson-Leipold


                                        /s/ Linda L. Sturino
                                        ----------------------------------------
                                        By Linda L. Sturino, attorney-in-fact



                               Page 8 of 7 Pages

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(B)
<SEQUENCE>3
<FILENAME>irm392a.txt
<DESCRIPTION>OPTION AGREEMENT
<TEXT>
                                OPTION AGREEMENT

     For good and valuable consideration, receipt of which is hereby
acknowledged, I, as trustee of the Samuel C. Johnson 1988 Trust Number 1 dated
September 14, 1988, as amended and restated (the "trust"), grant to each of my
children, S. Curtis Johnson ("Curt"), Helen Johnson-Leipold ("Helen"), H. Fisk
Johnson ("Fisk") and Winifred J. Marquart ("Win") and their respective
successors and assigns, an option (the "option") to purchase certain assets from
the trust (or from its successor or successors in interest) in the amounts and
upon the terms and conditions set forth below:

     1. The option shall cover Nine Hundred Seventy Thousand and One (970,001)
     shares of Class A common stock of Johnson Outdoors, Inc., a Wisconsin
     corporation, or of any successor to its business (the "option assets")
     owned by the trust (or by its successor or successors in interest) at the
     date the option may first be exercised,

     2. The option may first be exercised upon the date of the execution of this
     Agreement, and may be exercised thereafter at any time during the period
     indicated in the "Term" column in paragraph 3, below, terminating at 11:59
     p.m. Central Time on the final day as indicated in such Term column, that
     date being January 7, 2005 (the "option period"). The option shall consist
     of the right to purchase an option asset at any time during the option
     period, subject to the conditions described below.

     3. The option assets described above may be acquired by my said children as
     provided in the following schedule:

              No. of Class
              A Shares
     Child    Option Asset    Strike Price       Term          Consideration
     -----    ------------    ------------       ----          -------------

     Helen    485,000           $13.04         548 days          $1,119,480

     Curt     161,667           $13.04         548 days          $  373,161

     Fisk     161,667           $13.04         548 days          $  373,161

     Win      161,667           $13.04         548 days          $  373,161
              -------                                            ----------

     TOTAL    970,001                                            $2,238,963

     Accordingly, each child may exercise his or her option with respect to the
     number of shares shown opposite his or her name. A child of mine may assign
     his or her right to exercise the option granted hereunder, in whole or in
     part, to: (i) any other of my descendants, (ii) a trust for the benefit of
     any one or more of my descendants;

                                      -1-
<PAGE>

     and (iii) a corporation or partnership, a majority of the value of which is
     owned (directly or indirectly through ownership in one or more corporations
     or partnerships) by any one or more of my descendants or by a trust for the
     benefit of any one or more of my descendants. Any exercise of an option
     hereunder must be for all the shares the optionee or assignee of an
     optionee is then entitled to purchase. The guardian or personal
     representative of a descendant of mine shall be eligible to exercise the
     option otherwise exercisable by a descendant of mine without a formal
     assignment. Written notice of an assignment allowed hereunder shall be
     lodged with the trust records.

     4. The price per share to be paid for an asset acquired by exercise of an
     option granted under paragraph 2 above shall be at the dollar price
     indicated for each option holder in the "Strike Price" column opposite his
     or her name in paragraph 3, above.

     5. The purchase price for an asset purchased pursuant to the option granted
     hereunder shall, at the option of the purchaser, be paid in cash at the
     closing, in-kind with shares of Class A common stock of Johnson Outdoors,
     Inc. (or any successor to its business), by an installment note of the
     purchaser payable in not more than fifteen annual installments (which, at
     the option of the purchaser, may be repaid as to principal, interest or
     both in cash, in-kind as described above or any combination of the two) or
     by a combination of the foregoing. Any installment note issued pursuant to
     the provisions of this paragraph 5 shall bear interest at the "applicable
     federal rate" compounded annually for such note determined under Internal
     Revenue Code Section 1274(d) or any successor provision ("applicable
     federal rate"), and shall be secured by the asset purchased or otherwise in
     an amount acceptable to the seller. Accrued interest on such note shall be
     payable annually.

     6. This option shall be binding on the trustee and upon each successor
     trustee. It is my intention that if, upon my death during the option
     period, assets described in paragraph 1 are allocated to one or more trusts
     for the benefit of my said wife, the option granted herein shall apply to
     option assets then held in such one or more trusts for the benefit of my
     said wife for an option acquired hereunder.

     Each child's consideration for an option acquired hereunder shall, at the
     option of the child, be paid in cash, in-kind with shares of Class A common
     stock of Johnson Outdoors, Inc. (or any successor to its business), by an
     installment note (which may be repaid, at the option of the child, in cash,
     in-kind as described above or any combination of the two), or by a
     combination of the foregoing, by each child within ten business days from
     the date of the execution of this Agreement. Any installment note issued
     pursuant to the provision of this paragraph 6 shall be for a term not to
     exceed eighteen months from the date of the execution of this Agreement and
     shall bear interest at the applicable federal rate compounded annually.
     Such interest shall not be payable until the due date of said note.

                                      -2-
<PAGE>

     7. This Agreement shall supercede all other option agreements entered into
     by the parties hereto prior to the date of the execution of this Agreement
     regarding the purchase of shares of Class A common stock of Johnson
     Outdoors, Inc. (or any successor to its business), including, without
     limitation, the two separate Option Agreements dated December 26, 1995 and
     June 27, 2003, respectively, between and among the parties hereto, but only
     to the extent that such agreement or agreements pertain to the option
     assets. This Agreement shall not supercede the other Option Agreements
     dated as of the date hereof related to the purchase of shares of Class A
     common stock of Johnson Outdoors, Inc. (or any successor to its business).

     9. This option agreement may be executed in one or more counterparts, which
     shall together constitute the entire agreement.



DATE: July 8, 2003             SAMUEL C. JOHNSON 1988 TRUST #1
     -------------
                               By: /s/ Samuel C. Johnson
                                  -----------------------------------------
                                       As its trustee


DATE: July 8, 2003             /s/ S. Curtis Johnson
     -------------             --------------------------------------------
                               S. Curtis Johnson


DATE: July 8, 2003             /s/ Helen Johnson-Leipold
     -------------             --------------------------------------------
                               Helen Johnson-Leipold


DATE: July 8, 2003             /s/ H. Fisk Johnson
     -------------             --------------------------------------------
                               H. Fisk Johnson


DATE: July 8, 2003             /s/ Winifred J. Marquart
     -------------             --------------------------------------------
                               Winifred J. Marquart



                                      -3-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(C)
<SEQUENCE>4
<FILENAME>irm392b.txt
<DESCRIPTION>PROMISSORY NOTE
<TEXT>
                                 PROMISSORY NOTE

$1,119,480                                                          July 8, 2003

     FOR VALUE RECEIVED, the undersigned, Helen Johnson-Leipold, an individual,
(Borrower), hereby promises to pay to the order of Samuel C. Johnson, not
individually, but as Trustee of the Samuel C. Johnson 1988 Trust Number 1 dated
September 14, 1988, as amended and restated (Lender), the sum of One Million One
Hundred Nineteen Thousand Four Hundred Eighty Dollars and NO Cents ($1,119,480),
together with interest on the outstanding principal balance at a rate of 1.23%
per annum until this Note is paid in full.

     All outstanding interest and principal shall be due and payable on January
7, 2005. Interest shall accrue at the applicable federal rate in effect from
time to time on any interest or principal which remains unpaid after fifteen
(15) days from such due date.

     This Note is delivered in exchange for an option to purchase shares of
Class A common stock of Johnson Outdoors, Inc. (or any successor to its
business), described in that certain Option Agreement dated as of July 8, 2003.
Interest and/or principal may be paid to Lender to satisfy this Note as provided
above in cash, in-kind with shares of Class A common stock of Johnson Outdoors,
Inc. (or any successor to its business), or any combination thereof.

     Borrower may at any time prior to the maturity date prepay any part or all
of the principal amount without penalty, provided that such prepayment shall be
accompanied by a payment of the interest accrued to the date of such prepayment
on the principal amount which is being prepaid.

     All payments made hereunder, including any prepayments, shall be deemed to
have been made on the date of receipt by Lender. All payments shall be made to
Lender at 555 Main Street, Suite 500; Racine, Wisconsin 53403, or at such other
place as Lender may from time to time designate in a written notice to Borrower.

     The internal laws of the State of Wisconsin shall govern and control the
construction, enforceability, validity and interpretation of this Note.

     The parties hereto waive presentment for payment, notice of dishonor,
protest and notice of protest.

     IN WITNESS WHEREOF, Borrower has signed and delivered this Note as of the
day and year first above written.


                                         /s/ Helen Johnson-Leipold
                                         ---------------------------------------
                                         Helen Johnson-Leipold

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(D)
<SEQUENCE>5
<FILENAME>irm392c.txt
<DESCRIPTION>POWER OF ATTORNEY
<TEXT>
                            DURABLE POWER OF ATTORNEY
                                       OF
                            HELEN P. JOHNSON-LEIPOLD

     In accordance with the Uniform Durable Power of Attorney Act, Section
243.07 of the Statutes of the State of Wisconsin, I, Helen P. Johnson-Leipold, a
resident of Racine County, Wisconsin, as principal, hereby appoint each of Jane
M. Hutterly, John H. Anderson, Linda L. Sturino or Brian S. Kult, of Racine,
Wisconsin, as my Agent to perform in my name any of the following powers as
he/she shall determine to be necessary.

          . . .

     4. Investments

          a. To invest and reinvest my property in stocks, bonds, or other
     securities; to sell and transfer my securities or other assets; and to make
     other investments and establish accounts. (Any transfer agent or corporate
     secretary shall conclusively presume that my Agent has the authority
     given.)

          b. To vote at the meetings of any corporation and otherwise to act as
     my proxy or representative, in respect to any shares now held, or which may
     hereafter be acquired by me in any corporation and for that purpose to sign
     and execute any proxies or other instrument in my name and on my behalf.

          . . .

     9. Effect of Disability

     This Durable Power of Attorney shall remain in full force and effect until
and unless I personally revoke it in a written notice delivered to my Agent. My
subsequent physical or mental disability, incapacity or incompetence shall not
affect this Durable Power or diminish the authority of my Agent.

     10. Proof of Continuance of This Durable Power of Attorney
         ------------------------------------------------------

     Each governmental agency or department, person, partnership, corporation,
or other legal entity relying upon or acting upon this instrument shall be
entitled to conclusively presume that this instrument is in full force and
effect unless written notice shall have been given by the undersigned to such
governmental agency or department, person, partnership, corporation, or other
legal entity that this instrument has been revoked. An affidavit executed by my
Agent stating that she/he did not have (at the time of exercising the power)
actual knowledge of the termination of the power or of my death is conclusive
proof of the non-revocation or non-termination of the power at that time.

     11. Copies of Power of Attorney
         ---------------------------

     A true copy of this power of attorney, whether in facsimile form or
otherwise, shall be as legally valid as the original.

<PAGE>

     12. Revocation of Prior Powers of Attorney
         --------------------------------------

     This instrument revokes all prior powers of attorney executed by me
effective the date of this instrument.

     I hereby ratify and confirm all that my Agent or any substitute or
alternate Agent shall do in reliance on this Durable Power of Attorney.

     Dated: April 17, 2000


                                       /s/ Helen P. Johnson-Leipold
                                       -----------------------------------------
                                       Helen P. Johnson-Leipold

                                 ACKNOWLEDGMENT

STATE OF WISCONSIN       )
                         )  SS
COUNTY OF RACINE         )

     Personally came before me this 17th day of April, 2000, the above-named
Helen P. Johnson-Leipold, to me known to be the person who executed the
foregoing instrument and acknowledged the same.


                                       /s/ Joyce A. Onosko
                                       -----------------------------------------
                                       Notary Public, State of Wisconsin
                                       My commission expires: 3/9/2003
                                                             -------------------


                                CONSENT OF AGENTS

    The undersigned agree to act as Agent for the foregoing-named principal.


/s/ Jane M. Hutterly                        /s/ John H. Anderson
- ----------------------------------          ------------------------------------
Jane M. Hutterly                            John H. Anderson


/s/ Linda L. Sturino                        /s/ Brian S. Kult
- ----------------------------------          ------------------------------------
Linda L. Sturino                            Brian S. Kult




                                       2

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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