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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
(Amendment No. 1)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2000
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OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
--- EXCHANGE ACT OF 1934
For the transition period from to
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Commission File Number 1-9548
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The Timberland Company
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(Exact name of registrant as specified in its charter)
Delaware 02-0312554
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(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
200 Domain Drive, Stratham, New Hampshire 03885
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (603) 772-9500
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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
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On July 28, 2000, 32,044,630 shares of the registrant's Class A Common Stock
were outstanding and 8,130,400 shares of the registrant's Class B Common Stock
were outstanding.
The registrant amends Item 4 of its Quarterly Report on Form 10-Q for the
quarter ended June 30, 2000, filed on August 11, 2000, to reflect correctly the
tabulation of Class B shares cast at the registrant's Annual Meeting of
Stockholders held on May 18, 2000.
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Form 10-Q/A
Page 2
Part II Other Information
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Item 4. Submission of Matters to a Vote of Security Holders
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(a) The Company held its Annual Meeting of Stockholders on May 18, 2000
(the "Annual Meeting").
(c) At the Annual Meeting, proxies were solicited pursuant to Regulation
14A of the Securities Exchange Act of 1934 and all nominees for
director were elected as indicated by the following schedule of votes
cast for each director. The holders of Class A Common Stock elected
the following directors:
<TABLE>
<CAPTION>
Total Votes for Each Total Votes Withheld
Nominee Director from Each Director
------- -------------------- --------------------
<S> <C> <C>
Robert M. Agate 12,347,244 8,200
John F. Brennan 12,347,052 8,392
Abraham Zaleznik 12,341,692 13,752
</TABLE>
The holders of Class A Common Stock and the holders of Class B Common
Stock voting together as a single class elected the following
directors:
<TABLE>
<CAPTION>
Total Votes for Each Total Votes Withheld
Nominee Director from Each Director
------- -------------------- ---------------------
<S> <C> <C>
Sidney W. Swartz 59,098,776 8,668
Jeffrey B. Swartz 59,099,244 8,200
Ian W. Diery 58,990,694 116,750
John A. Fitzsimmons 59,099,445 7,999
Virginia H. Kent 59,098,544 8,900
Indra K. Nooyi 59,091,662 15,782
</TABLE>
There were no abstentions or broker non-votes with respect to the
election of the director nominees.
The stockholders also approved a proposal to amend the Company's
Restated Certificate of Incorporation, as amended, to increase the
authorized number of shares of the Company's Class A Common Stock from
30 million to 60 million. There were 57,969,904 votes cast in favor of
this proposal, 1,120,641 votes cast against this proposal and 16,899
abstentions. There were no broker non-votes.
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
The Timberland Company
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(Registrant)
Date: October 24, 2000 /s/Dennis W. Hagele
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Dennis W. Hagele
Vice President-Finance
and Corporate Controller
(Chief Accounting Officer)
