As filed with the Securities and Exchange Commission on
December 16, 1994
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________________
The Timberland Company
(Exact name of registrant as specified in its charter)
Delaware 02-0312554
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
200 Domain Drive
Stratham, New Hampshire 03885
(Address, of principal executive offices, including zip code)
STOCK OPTION AGREEMENT
(Full title of the plan)
____________________
SIDNEY W. SWARTZ
The Timberland Company
200 Domain Drive
Stratham, New Hampshire 03885
(603) 772-9500
(Name and address, including zip code, and telephone
number, including area code, of agent for service)
__________________
Please send copies of all communications to:
HEMMIE CHANG, ESQUIRE
Ropes & Gray
One International Place
Boston, Massachusetts 02110
(617) 951-7000
CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed
each class maximum maximum Amount
securities Amount offering aggregate of
to be to be price per offering registration
registered registered share<F1> price<F1> fee
Class A 18,750 $21.06 $394,875.00 $137.00
Common Stock
$.01 Par Value
<f>
<F1> Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457 on the basis of the average of the high and low
prices of The Timberland Company Class A Common Stock, par value $0.01,
reported on NYSE on December 13, 1994.
</f>
Exhibit Index on page 13;
Page 1 of 17 pages.
THE TIMBERLAND COMPANY
Class A Common Stock
18,750 Shares
This Prospectus relates to 18,750 shares of Class A Common Stock, $.01 par
value per share ("Common Stock"), of The Timberland Company (the "Company" or
"Registrant") which may be sold by a certain selling stockholder (the
"Selling Stockholder") of the Company from time to time through the public
securities markets or through negotiated transactions. The Company will not
receive any of the proceeds from the sale of the Common Stock offered hereby.
Investment considerations are discussed on page 2 of this Prospectus.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The Company's Common Stock is listed on the New York Stock Exchange.
The date of this Prospectus is December 16, 1994.
CONTENTS
Page
AVAILABLE INFORMATION 1
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 1
INVESTMENT CONSIDERATIONS 2
SELLING STOCKHOLDER 3
PLAN OF DISTRIBUTION 4
AVAILABLE INFORMATION
The Registrant is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports and other
information with the Securities and Exchange Commission (the "Commission").
Reports, proxy statements and other information filed by the Registrant can be
inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549 and at
its regional offices at Seven World Trade Center, 13th Floor, New York, New
York 10048 and Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661. Copies of such material can be obtained from the
Public Reference Section of the Commission, 450 Fifth Street, N.W., Washington,
D.C. 20549 at prescribed rates.
The Registrant's Common Stock is listed on the New York Stock Exchange and
reports, proxy and information statements and other information concerning the
Registrant can be inspected at 20 Broad Street, New York, New York 10005.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange Commission
(the "Commission") (File No. 1-9548) are incorporated herein by reference:
(a) The Company's annual report on Form 10-K for the fiscal year ended
December 31, 1993, as amended, filed pursuant to Section 13(a) or 15(d) of the
Exchange Act.
(b) The Company's quarterly reports on Form 10-Q for the fiscal quarters
ended April 1, 1994, July 1, 1994 and September 30, 1994 filed pursuant to
Section 13(a) or 15(d) of the Exchange Act.
(c) The description of the Company's Common Stock, contained in the
Company's Registration Statement on Form 8-A (Commission File Number 1-9548),
filed pursuant to Section 12(g) of the Exchange act, including any amendment or
report filed for the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to Section 13(a),
Section 13(c), Section 14 and Section 15(d) of the Exchange Act after the date
of this Prospectus prior to the termination of the offering shall be deemed
incorporated herein by reference from the date of filing of such documents.
The Company will provide without charge to each person to whom this
Prospectus is delivered, upon the written or oral request of such person, a
copy of any or all of the documents that have been incorporated by reference in
this Prospectus, other than exhibits to such documents. Such documents
may be obtained by writing to The Timberland Company, Assistant Secretary, 200
Domain Drive, Stratham, New Hampshire, 03885, or by calling (603) 772-9500.
No person has been authorized to give any information or to make any
representations other than those contained or incorporated by reference in this
Prospectus in connection with the offer contained
in this Prospectus, and, if given or made, such information or representations
must not be relied upon as having been authorized by the Company. This
Prospectus relates solely to shares of Common Stock previously issued to the
Selling Stockholder, Thomas R. Schwarz, under the Stock Option Agreement dated
as of March 20, 1988, with the Company, that are hereby offered for the account
of the Selling Stockholder and it may not be used or relied on in connection
with any other offer or sale of securities of the Company. Neither the
delivery of this Prospectus nor any sale made hereunder shall, under any
circumstances, create any implication that there has been no change in the
affairs of the Company since the date hereof. This Prospectus does not
constitute an offer or solicitation in any state in which, or to any person to
whom, it is unlawful to make such offer or solicitation.
_________________________
THE COMPANY
The Timberland Company, a Delaware corporation, has its principal executive
offices at 200 Domain Drive, Stratham, New Hampshire 03885 (telephone number
(603) 772-9500).
The Timberland Company designs, develops, manufacturers and markets men's
and women's premium quality footwear, apparel and accessories under the
Timberland brand. These products are
sold primarily through better-grade department stores and retail stores
throughout the United States and in more than 50 countries worldwide. In
addition, the Company sells its products through specialty stores devoted
exclusively to Timberland products which are operated or licensed by it in the
United States, Europe, South America, Mexico, Australia, New Zealand and Asia.
The Company also sells its products through Company-operated factory outlet
stores.
INVESTMENT CONSIDERATIONS
The following risk factors should be considered together with the other
information contained in this Prospectus, in evaluating an investment in the
Company.
Competition. The Company has a variety of separate major competitors in
sales of its separate lines of footwear, apparel and accessories. The
Company's footwear lines are marketed in a highly competitive environment, and
the footwear industry is subject to rapid changes in consumer preference.
Although the footwear industry is fragmented to a great degree, many of the
Company's competitors are larger and have substantially greater resources than
the Company.
Reliance on Personnel. The Company is dependent on its senior management
including its Chief Executive Officer, Sidney W. Swartz, and its Chief
Operating Officer, Jeffrey B. Swartz. There can be no assurance that the
Company will be able to retain the services of its senior management.
The loss of key management personnel could have an adverse effect on the
Company and its operations.
Liquidity and Capital Resources. The Company uses unsecured revolving and
committed lines of credit as the primary sources of financing to meet its
seasonal and general working capital requirements. In order to meet its
capital requirements in the coming year, the Company completed a private
placement with a group of lenders for $106 million of senior unsecured notes
(the "Notes") on December 15, 1994. The Notes bear interest at a fixed rate
of 8.94% per annum and mature in 2001. The proceeds from the sale of the
Notes will be used to repay existing indebtedness. The failure to raise
capital on a timely basis to fund the Company's growth could have a material
adverse effect on the Company, its liquidity and its operations.
Seasonality. The Company's sales and profits have traditionally been
higher in the second half of the year than the first half and the Company
expects this trend to continue. Weather conditions can have an impact on the
sale of certain product lines. For instance, unseasonably warm weather
has adversely affected the Company's sales of winter clothing and footwear for
the fourth quarter of 1994.
Control by Existing Stockholders. Sidney W. Swartz owns over 99% of the
Company's Class B Common Stock, and a trust for the benefit of his family owns
3,442,654 shares of Common Stock. Thus, Mr. Swartz alone holds over 80% of
the combined voting power of the Company's capital stock and the trust holds
more than 45% of the outstanding Common Stock. This enables
Mr. Swartz to control the Company's affairs and the trust to exercise
considerable influence over the election of all directions entitled to be
elected by the holders of the Common Stock voting separately as a class.
Manufacturing. Some of the Company's products are manufactured in the
Dominican Republic and sourced from third-party suppliers abroad, and imports
from these locations may, in the future, be subject to restrictions by the
United States.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale by the
Selling Stockholder of the Common Stock offered hereby.
SELLING STOCKHOLDER
Thomas R. Schwarz is the owner of the 18,750 shares of Common Stock being
offered pursuant to this Prospectus. Mr. Schwarz was formerly a director of
the Company until July 14, 1994. He acquired these shares pursuant to the
exercise of an option to purchase such shares granted to him in a Stock
Option Agreement dated March 20, 1988. The option was granted as
part of an employee benefit plan and was granted as part of Mr. Schwarz's
compensation for acting as director of the Company. Prior to this offering,
Mr. Schwarz owned 18,750 shares of Common Stock.
PLAN OF DISTRIBUTION
The Selling Stockholder may sell from time to time and at any time, the Common
Stock being offered hereby: (i) directly to purchasers; (ii) to dealers; (iii)
through agents; or (iv) through a combination of any such methods of sale.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Timberland Company (the "Registrant" or the "Company") hereby incorporates
the following documents herein by reference:
(a) The Company's annual report on Form 10-K for the fiscal year ended
December 31, 1993, as amended, filed pursuant to Section 13(a) or 15(d) of the
Exchange Act, as amended (the "Act").
(b) The Company's quarterly reports filed on Form 10-Q for the fiscal
quarters ended April 1, 1994, July 1, 1994 and September 30, 1994 filed
pursuant to Section 13(a) or 15(d) of the Exchange Act.
(c) The description of the Company's Class A Common Stock, $0.01 par
value per share, contained in the Company's Registration Statement on Form 8-A
(Commission File Number 1-9548), filed pursuant to Section 12(g) of the
Exchange Act including any amendment or report filed for the purpose of
updating such description.
All documents subsequently filed by the Registrant pursuant to Section 13(a),
Section 13(c), Section 14 and Section 15(d) of the Exchange Act prior to the
filing of a post-effective amendment to this registration statement that
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed incorporated herein by
reference from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 8 of the Company's Restated Certificate of Incorporation, as amended,
requires that the Company indemnify directors and officers to the maximum
extent permitted by Delaware law, and also, upon request, to advance
litigation expenses to directors and officers. Section 9 provides that no
director of the Company shall be liable for any breach of fiduciary duty,
except to the extent that the Delaware General Corporation Law prohibits
the elimination or limitation of liability of directors for breach of
fiduciary duty.
Section 145 of the Delaware General Corporation Law provides that a corporation
may indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an
action by or in the right of the corporation) by reason of the fact that he
is or was a director, officer, employee or agent of the corporation, or is
or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorney's
fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful. Section 145 further provides that a
corporation similarly may indemnify any such person serving in any such
capacity who was or is a party, or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor, against
expenses actually and reasonably incurred by him in connection with the defense
or settlement of such action or suit, if he acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Delaware Court
of Chancery or such other court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the Court of Chancery
or such other court shall deem proper.
Section 102(b)(7) of the Delaware General Corporation Law, as amended, permits
a corporation to eliminate or limit the personal liability of a director to the
Corporation and its stockholders for monetary damages for any breach of
fiduciary duty, except for liability (i) for any breach of the director's duty
of loyalty to the Company or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, or (iii) for any transaction from which the director derived an improper
personal benefit.
Item 7. Exemption From Registration Claimed.
The sale of 18,750 shares of restricted Common Stock to the Selling Stockholder
was exempted from registration under Section 4(2) of the Securities Act of
1933. These shares were issued when the stockholder exercised an option issued
to him under an employee benefit plan that the Company
entered into with the Selling Stockholder on March 20, 1988. The employee
benefitplan is contained in the Stock Option Agreement dated March 20, 1988
(filed as Exhibit 4 to this Registration Statement). The shares being
reoffered pursuant to this registration statement were not issued as part of
any public offering.
Item 8. Exhibits.
Exhibit Number
4 Stock Option Agreement.
15 Letter re Unaudited Interim Financial Information.
23 Consent of Deloitte & Touche L.L.P.
24 Powers of Attorney (included on page 12 of this
Registration Statement under the caption "Power of
Attorney").
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement: (i) to include any
prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) to
reflect in the prospectus any facts or events arising after the effective date
of the registration statement (or the most recent post-effective amendment
thereof), which, individually or in the aggregate, represent a fundamental
change in the information set forth in the registration statement; and (iii) to
include any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to
such information in the registration statement; provided, however, that
paragraphs (a)(1)(i) and (a)(1)(ii) shall not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to section 13
or section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement.
(2) that, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) to remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of
such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement on Form S-8 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Stratham, State of New
Hampshire, on the 15th day of December, 1994.
THE TIMBERLAND COMPANY
By: /s/ Sidney W. Swartz
Sidney W. Swartz
Chief Executive Officer
POWER OF ATTORNEY
Pursuant to the requirement of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. Each person whose signature appears
below hereby authorizes and constitutes Sidney W. Swartz, Jeffrey B. Swartz
and Dennis W. Hagele, and each of them singly, his true
and lawful attorneys with full power to them, and each of them singly, to sign
for him and in his name in the capacities indicated below any and all
amendments (including post-effective amendments) to this Registration
Statement and to file the same, with exhibits thereto, and other documents in
connection therewith, and he hereby ratifies and confirms his
signature as it may be signed by said attorneys, or any of them, to any and all
such amendments.
Signature Capacity in Which Signed Date
/s/ Sidney W. Swartz 12/15/94
Sidney W. Swartz Chairman of the Board, Chief
Executive Officer, President and
Director (principal executive
officer)
/s/ Keith D. Monda 12/15/94
Keith D. Monda Senior Vice President-Finance and
Administration and Chief
Financial Officer (principal
financial officer)
/s/ Dennis W. Hagele 12/15/94
Dennis W. Hagele Corporate Controller and Chief
Accounting Officer (controller and
principal accounting officer)
/s/ Jeffrey B. Swartz 12/15/94
Jeffrey B. Swartz Executive Vice President
Chief Operating Officer and
Director
/s/ John F. Brennan 12/15/94
John F. Brennan Director
/s/ Abraham Zaleznik 12/15/94
Abraham Zaleznik Director
/s/ Robert M. Agate 12/15/94
Robert M. Agate Director
EXHIBIT INDEX
Number Title of Exhibit Page
4 Stock Option Agreement 14
15 Letter re Unaudited Interim
Financial Information 16
23 Consent of Deloitte & Touche L.L.P. 17
24 Powers of Attorney (included on
page 12 of this Registration Statement
under the caption "Power of Attorney")
THE TIMBERLAND COMPANY
Stock Option Agreement
The Timberland Company, a Delaware corporation ("Timberland"), hereby
grants effective as of May 26, 1987 to Thomas R. Schwarz ("Optionee") the
option (the "Option") to purchase up to an aggregate of 18,750 shares of Class
A Common Stock of Timberland, at a price of $12.00 per share (the "Option
Price") (which price is equal to the per share fair market value of Timberland
Class A Common Stock on the date such price was set) and otherwise upon the
terms and conditions hereinafter set forth:
1. Exercisability and Term of Option. The Option shall be exercisable as
to the following number of shares on and after the dates set forth below any
time prior to the expiration of the Option:
4,688 shares on and after May 26, 1988;
4,688 " " " " May 26, 1989;
4,687 " " " " May 26, 1990; and
4,687 " " " " May 26, 1991
2. Manner of Exercise; Payment. Subject to the provisions of paragraph 1
above, the Option may be exercised by the Optionee, his heirs or assigns at any
time, in whole or in part; provided, however, that no such partial exercise
shall be in increments of less than 500 shares, by notice in writing delivered
to Timberland at its principal office. Such notice shall be accompanied by
payment in full of the Option Price for the number of shares as to which the
Option is being exercised.
The Option (a) may not be exercised to any extent after the expiration of
ten (10) years from the date of grant, (b) may only be exercised during your
tenure as a director of Timberland; provided, however, that in the event of
your death while serving as a director of Timberland, the Option shall become
immediately exercisable by your executor or administrator, or by the person or
persons to whom the Option is transferred by will or the applicable laws of
descent and distribution, any time during the period commencing with the date
of such death and expiring one year thereafter or (c) in the event you cease to
act as a director of Timberland, then the Option may be exercised, to the
extent that it was exercisable on the date of cessation as a director, for a
period of three months following the aforesaid date of cessation.
3. Adjustment of Option and Option Price. In the event of a stock
dividend, split-up, combination of shares or other similar capital change
affecting Timberland, the Option Price and the number of shares of Class A
Common Stock of Timberland subject to the Option shall be appropriately
adjusted.
4. Restrictions on Transferability and Exercise. In the absence of an
effective registration statement under the Securities Act of 1933, as amended
(the "Act") relating thereto, Timberland shall not be required to register any
transfer of shares of Timberland Class A Common Stock issued upon exercise of
the option (the "Option Shares") on its books unless Timberland shall have
been provided with an opinion of counsel satisfactory to it prior to such
transfer that registration under the Act is no required in connection with the
transaction resulting in such transfer. Each certificate evidencing Option
Shares or issued upon any transfer of Option Shares shall bear an appropriate
restrictive legend, except that such certificate shall not bear such
restrictive legend if the opinion of counsel referred to above is to the
further effect that such legend is not required in order to establish
compliance with the provisions of the Act.
Timberland will not be obligated to deliver any shares upon the exercise
of the Option unless and until, in the opinion of Timberland's counsel, all
applicable Federal and state laws and regulations have been complied with, nor
unless or until all other legal matters in connection with the issuance and
delivery of shares have been approved by Timberland's counsel. Without
limiting the generality of the foregoing, Timberland may require from the
Optionee or other person purchasing shares of Timberland Class A Common Stock
hereunder such investment representation or such agreement, if any, as counsel
for Timberland may consider necessary in order to comply with the Act.
5. Miscellaneous. This Agreement shall be binding upon and inure to the
benefit of the parties hereto, the successors and assigns of Timberland and, in
the event of the death of the Optionee, his executor or administrator and the
person or persons to whom the Option is transferred by will or the laws of
descent and distribution. Except to the extent provided above, this Agreement
may not be assigned by the Optionee without the consent of Timberland which
shall not be unreasonably withheld. This Agreement shall be governed by and
construed in accordance with the laws of The State of New Hampshire.
THE TIMBERLAND COMPANY
By: /s/ Larry L. Mihalchik
Title: Executive Vice President
Dated as of March 20, 1988
DELOITTE & TOUCHE LLP
125 Summer Street
Boston, Massachusetts 02110-1617
Telephone: (617) 261-8000
Facsimile: (617) 261-8111
Exhibit 15
December 15, 1994
The Timberland Company
200 Domain Drive
Stratham, New Hampshire 03885
We have made a review, in accordance with standards established by the American
Institute of Certified Public Accountants, of the unaudited interim financial
information of The Timberland Company and subsidiaries for the periods ended
April 1, 1994, April 2, 1993, July 1, 1994, July 2, 1993, September 30, 1994,
and October 1, 1993, as indicated in our reports dated April 26, 1994 (May 4,
1994 as to Note 4), July 21, 1994, and October 25, 1994, respectively; because
we did not perform an audit, we expressed no opinion on that information.
We are aware that our reports referred to above, which are included in your
Quarterly Reports on Form 10-Q for the quarters ended April 1, 1994, July 1,
1994 and September 30, 1994, are incorporated by reference in the Registration
Statement.
We also are aware that the aforementioned report, pursuant to Rule 436(c) under
the Securities Act of 1933, is not considered a part of the Registration
Statement prepared or certified by an accountant or a report prepared or
certified by an accountant within the meaning of Sections 7 and 11 of that Act.
/s/ Deloitte & Touche LP
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
The Timberland Company on Form S-8 of our reports dated February 15, 1994,
appearing and incorporated by reference in the Annual Report, as amended, on
Form 10-K of The Timberland Company for the year ended December 31, 1993.
/s/ Deloitte & Touche LLP
Boston, Massachusetts
December 15, 1994
