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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:
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Title of each class Name of each exchange on which registered
Class A Common Stock, par value $.01 per share New York Stock Exchange
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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.
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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.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
List of Financial Statements and Financial Statement Schedules.
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(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
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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
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(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:
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FORM 10-K
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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
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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.
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(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.
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EXHIBIT DESCRIPTION
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(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
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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
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(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
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(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
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(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
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(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.
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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.
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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
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Keith D. Monda, Senior Vice President-
Finance and Administration and Chief
Financial Officer
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