-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, LTmQffKvYdvN+oYWz+nsnk06ldb7DCmhTAlbpx0MsNvKV98UlQmac5cUIynKH9ZN q7+Wx8yWHgTWNAyqBlH+aw== 0000950135-94-000538.txt : 19940825 0000950135-94-000538.hdr.sgml : 19940825 ACCESSION NUMBER: 0000950135-94-000538 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19931231 FILED AS OF DATE: 19940824 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TIMBERLAND CO CENTRAL INDEX KEY: 0000814361 STANDARD INDUSTRIAL CLASSIFICATION: 3140 IRS NUMBER: 020312554 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-09548 FILM NUMBER: 94545872 BUSINESS ADDRESS: STREET 1: 11 MERRILL INDUSTRIAL DR CITY: HAMPTON STATE: NH ZIP: 03842 BUSINESS PHONE: 6039261600 MAIL ADDRESS: STREET 1: 11 MERRILL INDUSTRIAL DRIVE CITY: HAMPTON STATE: NH ZIP: 03842 10-K/A 1 THE TIMBERLAND COMPANY AMENDMENT NO.1 TO FORM 10-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A AMENDMENT NO. 1 TO ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1993 COMMISSION FILE NUMBER 1-9548 THE TIMBERLAND COMPANY (Exact name of registrant as specified in its charter) DELAWARE 02-0312554 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 11 MERRILL INDUSTRIAL DRIVE HAMPTON, NEW HAMPSHIRE 03842-5050 (Address of principal executive office) (Zip Code) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE, IS (603) 926-1600 Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered Class A Common Stock, par value $.01 per share New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] The aggregate market value of Class A Common Stock of the Registrant held by non-affiliates of the Registrant was approximately $259,148,765 on March 15, 1994. For purposes of the foregoing sentence the term "affiliate" includes each director and executive officer of the Registrant. See Item 12 of this Form 10-K. 7,616,579 shares of Class A Common Stock and 3,237,121 shares of Class B Common Stock of the Registrant were outstanding on March 15, 1994. DOCUMENTS INCORPORATED BY REFERENCE: Annual Report to security holders for the fiscal year ended December 31, 1993 (Part I, Item 1 regarding foreign and domestic sales; Part II, Items 5, 6, 7 and 8) and Proxy Statement for the 1994 Annual Meeting of Stockholders (Part III). The list of Exhibits appears on page 15 of this report. 2 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The information required by this item is included in the Registrant's 1993 Annual Report to Stockholders on pages 13 through 23 and is incorporated herein by reference. -12- 3 PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K List of Financial Statements and Financial Statement Schedules. (a)(1) Financial Statements. The following financial statements, appearing in the Company's Annual Report to Stockholders for the year ended December 31, 1993, are incorporated by reference in this Form 10-K: ANNUAL REPORT
PAGE ---- Independent Auditors' Report 13 Consolidated Balance Sheets as of December 31, 1993, and December 31, 1992 14 For the years ended December 31, 1993, 1992 and 1991: Consolidated Statements of Income 15 Consolidated Statements of Changes in Stockholders' Equity 16 Consolidated Statements of Cash Flows 17 Notes to Consolidated Financial Statements 18
(a)(2) Financial Statement Schedules. The following additional financial data should be read in conjunction with the Consolidated Financial Statements in the Registrant's 1993 Annual Report to Stockholders:
FORM 10-K PAGE ---- Report of Independent Public Accountants on Schedules F-1 Report of Independent Public Accountants on Schedules F-2 Schedule VIII - Valuation and Qualifying Accounts F-3 Schedule X - Supplementary Income Statement Information F-3
-14- 4 All other schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are inapplicable, and have therefore been omitted. (b) No reports on Form 8-K were filed by the Company during the fourth quarter of 1993. (c) Listed below are all the Exhibits filed as part of this report, some of which are incorporated by reference from documents previously filed by Timberland with the Commission in accordance with the provisions of Rule 12b-32 of the Securities Exchange Act of 1934, as amended.
EXHIBIT DESCRIPTION - ------- ----------- (3) Articles of incorporation and by-laws 3.1 Restated Certificate of Incorporation (1) 3.2 By-Laws, as amended May 19, 1993, filed herewith (4) Instruments defining the rights of security holders, including indentures (See also Exhibits 3.1 and 3.2) 4.1 Specimen stock certificate for shares of the Company's Class A Common Stock (9) (10) Material Contracts 10.1 Agreement dated as of August 29, 1979 between The Timberland Company and Sidney W. Swartz (1) 10.2 The Company's 1987 Stock Option Plan, as amended, filed herewith 10.3 The Company's 1991 Employee Stock Purchase Plan (8) 10.4 The Company's 1991 Stock Option Plan for Non-Employee Directors (9) 10.5 The Timberland Company Long Term Incentive Plan for Senior Management, filed herewith 10.6 The Timberland Company Annual Bonus Plan for Exempt Employees, filed herewith
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EXHIBIT DESCRIPTION - ------- ----------- 10.7 The Timberland Retirement Earnings 401(k) Plan and Trust Agreements, dated as of February 1, 1991 (9) 10.8 The Timberland Company Profit Sharing Plan and Trust Agreements, dated as of January 1, 1991 (9) 10.9 (a) Lease dated March 23, 1987 between The Outdoor Footwear Company and Corporacion Sublistatica, S.A. (1) (b) Lease dated January 11, 1993 between Thomas M. Moulton, Trustee of the Fairview Nominee Trust, and The Timberland Company (10) (c) Lease dated January 11, 1993 between Thomas M. Moulton, Trustee of the Fairview Nominee Trust, and The Timberland Company (10)
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EXHIBIT DESCRIPTION - ------- ----------- (d) Lease dated November 21, 1988 between 745 Associates and The Timberland Company (10) (e) (i) Lease dated July 20, 1992 among Louise Minges, Mitchell Minges and The Timberland Company (10) (ii) Amendment dated July 16, 1993 to lease dated July 20, 1992 among Louise Minges, Mitchell Minges and The Timberland Company, filed herewith (f) Lease dated January 3, 1984 between the Industrial Development Board of the County of Johnson, Tennessee, and The Timberland Company, and subsequent amendments (10) (g) Lease dated March 23, 1987 between Corporacion Sublistatica, S.A. and The Outdoor Footwear Company (10) (h) Lease dated March 31, 1981 between the Puerto Rico Industrial Development and The Timberland Company (10) (i) Lease dated September 7, 1992 between Corporacion Zona Franca Industrial De Santiago, Inc. and The Recreational Footwear Company (10) (j) Lease dated December 2, 1992 between Corporacion Zona Franca Industrial De Santiago, Inc. and The Recreational Footwear Company (10)
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EXHIBIT DESCRIPTION - ------- ----------- (k) Lease dated as of February 1, 1994 between Melville Corporation and The Timberland Company, filed herewith (l) Lease dated as of June 29, 1993 between Timberland Dominicana, S.A. and Santiago Norte, S.A. (Pisano) Industrial Park, filed herewith (m) Lease dated as of November 30, 1993 between Timberland Dominicana, S.A. and Santiago Norte, S.A. (Pisano) Industrial Park, filed herewith (n) Lease dated as of December 16, 1993 between Timberland Dominicana, S.A. and Santiago Norte, S.A. (Pisano) Industrial Park, filed herewith (o) Lease dated as of March 8, 1993 between Watauga Committee of 100, Inc. and The Timberland Company, filed herewith (p) Lease dated as of March 31, 1993 between Talbot Operations, Inc. and The Timberland Company, filed herewith 10.10 Credit Agreement dated as of October 4, 1991 among The Timberland Company, Morgan Guaranty Trust Company of New York and The First National Bank of Boston, as Co- Agents, and Morgan Guaranty Trust Company of New York, as Administrative Agent (9) 10.11 (i) Credit Agreement dated as of May 13, 1993 among The Timberland Company, Morgan Guaranty Trust Company of New York, for itself and as Administrative Agent, ABN AMRO Bank N.V., The First National Bank of Boston, Barclays Bank PLC and The Northern Trust Company (the "May Credit Agreement"), filed herewith
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EXHIBIT DESCRIPTION - ------- ----------- (ii) Amendment dated November 15, 1993 to the May Credit Agreement, filed herewith 10.12 Credit Agreement dated as of November 15, 1993 among The Timberland Company, certain banks listed therein and The Chase Manhattan Bank, N.A. as Agent, filed herewith 10.13 (i) Note Agreements dated as of September 30, 1989 regarding $35,000,000 9.70% Senior Notes due December 1, 1999 (the "Senior Note Agreements")(6) (ii) Amendment dated September 15, 1993 to the Senior Note Agreements, filed herewith (13) Annual Report to security holders 13. Portions of 1993 Annual Report to Stockholders, as incorporated herein by reference, filed herewith (16) Letter Regarding Change in Certifying Accountant 16. Letter dated March 21, 1994 from Arthur Andersen & Co. regarding change in certifying accountant, filed herewith (21) Subsidiaries 21. List of subsidiaries of the Registrant, filed herewith (23) Consent of experts and counsel 23.1 The Consent of Deloitte & Touche to the incorporation by reference of their report included in Registrant's Annual Report to Stockholders for the fiscal years ended December 31, 1993 and 1992, filed herewith 23.2 The Consent of Arthur Andersen & Co. to the incorporation by reference of their report included in Registrant's Annual Report to Stockholders for the fiscal year ended December 31, 1991, filed herewith
-19- 9 - ------------------------------- (1) Filed as exhibits to Registration Statement on Form S-1, numbered 33-14319, and incorporated herein by reference. (2) Filed on September 30, 1987, as an exhibit to Registration Statement on Form S-8, numbered 33-17552, and incorporated herein by reference. (3) Filed on December 21, 1987, as an exhibit to Registration Statement on Form S-8, numbered 33-19183, and incorporated herein by reference. (4) Filed as exhibits to the Annual Report on Form 10-K for the fiscal year ended December 31, 1987, and incorporated herein by reference. (5) Filed as exhibits to the Annual Report on Form 10-K for the fiscal year ended December 31, 1988, and incorporated herein by reference. (6) Filed as exhibits to the Annual Report on Form 10-K for the fiscal year ended December 31, 1989, and incorporated herein by reference. (7) Filed as exhibits to the Annual Report on Form 10-K for the fiscal year ended December 31, 1990, and incorporated herein by reference. (8) Filed on July 9, 1991, as an exhibit to Registration Statement on Form S-8, numbered 33-41660, and incorporated herein by reference. (9) Filed as exhibits to the Annual Report on Form 10-K for the fiscal year ended December 31, 1991, and incorporated herein by reference. (10) Filed as exhibits to the Annual Report on Form 10-K for the fiscal year ended December 31, 1992, and incorporated herein by reference. -20- 10 Pursuant to Item 4(iii) of Item 601, Regulation S-K, the Registrant has filed as Exhibits only the instruments defining the rights of holders of long-term debt of the Registrant and its consolidated subsidiaries with respect to which the total amount of securities authorized thereunder exceeds 10% of the total assets of the Registrant and its subsidiaries on a consolidated basis. The Registrant agrees to furnish to the Commission upon its request copies of other instruments defining the rights of holders of long-term debt of the Registrant and its subsidiaries, with respect to which the total amount of securities authorized does not exceed 10% of such assets. The Registrant also agrees to furnish to the Commission upon its request copies of any omitted schedule or exhibit to any Exhibit filed herewith. -21- 11 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. THE TIMBERLAND COMPANY August 24, 1994 By: /s/ Keith D. Monda ----------------------------- Keith D. Monda, Senior Vice President- Finance and Administration and Chief Financial Officer -22- -----END PRIVACY-ENHANCED MESSAGE-----