1
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------------------
FORM 10-K/A
FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 For the fiscal year ended December 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 For the transition period from __________ to ___________
Commission File Number 1-9548
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 No.)
200 Domain Drive, Stratham, New Hampshire 03885
- ----------------------------------------- ----------
(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code: (603) 772-9500
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 the 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 Company held by
non-affiliates of the Company was approximately $594,479,521 on February 25,
2000. For purposes of the foregoing sentence, the term "affiliate" includes each
director and executive officer of the Company. See Item 12 of this Form 10-K.
15,758,230 shares of Class A Common Stock and 4,675,200 shares of Class B Common
Stock of the Company were outstanding on February 25, 2000.
DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the Company's Annual Report to security holders for the fiscal
year ended December 31, 1999 are incorporated by reference in Part I, Item 1,
and Part II, Items 5, 6, 7, 7A and 8, of this Form 10-K. Portions of the
Company's definitive Proxy Statement for the 2000 Annual Meeting of Stockholders
to be filed pursuant to Regulation 14A are incorporated by reference in Part
III, Items 10, 11, 12 and 13, of this Form 10-K.
The registrant amends Item 14 of its Annual Report on Form 10-K for the fiscal
year ended December 31, 1999, filed by the registrant on March 28, 2000, as
provided in the attached pages.
- --------------------------------------------------------------------------------
2
INTRODUCTORY NOTE
This Amendment No. 1 on Form 10-K/A amends the registrant's Annual Report
on Form 10-K for the fiscal year ended December 31, 1999, as filed by the
registrant on March 28, 2000, and is being filed to reflect correctly the
portions of the Company's 1999 Annual Report and Independent Auditors' Report
which were inadvertently transmitted for filing as Exhibit 13 with minor
clerical errors.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a)(1) FINANCIAL STATEMENTS. The following financial statements appearing
in the Company's 1999 Annual Report are incorporated by reference in this
report:
ANNUAL REPORT
PAGE
----
Consolidated Balance Sheets as of December 31, 1999 and 1998 17
For the years ended December 31, 1999, 1998 and 1997:
Consolidated Statements of Income 18
Consolidated Statements of Changes in Stockholders' Equity 19
Consolidated Statements of Cash Flows 20
Notes to Consolidated Financial Statements 21
Independent Auditors' Report 32
(a)(2) FINANCIAL STATEMENT SCHEDULE. The following additional financial
data, which have been filed as pages F-1 and F-2 of the Company's Annual Report
on Form 10-K for the fiscal year ended December 31, 1999 and are incorporated
herein by reference, should be read in conjunction with the consolidated
financial statements in the Company's 1999 Annual Report:
FORM 10-K PAGE
----------------
Independent Auditors' Report F-1
3
Schedule II - Valuation and Qualifying Accounts F-2
All other schedules for which provision is made in the applicable
accounting regulations of the Commission are not required under the related
instructions or are inapplicable and have, therefore, been omitted.
(b) REPORTS ON FORM 8-K. No reports on Form 8-K were filed by the Company
during the fourth quarter of 1999.
(c) EXHIBITS. Listed below are all the Exhibits filed as part of this
report, some of which are incorporated by reference from documents previously
filed by the Company with the Commission in accordance with the provisions of
Rule 12b-32 of the Exchange Act.
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(2)
(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(3)
(10) MATERIAL CONTRACTS
10.1 Agreement dated as of August 29, 1979 between The Timberland Company
and Sidney W. Swartz(1)
10.2 (a) The Company's 1987 Stock Option Plan, as amended(4)
(b) The Company's 1997 Stock Option Plan for Non-Executive
Employees(5)
(c) The Company's 1997 Incentive Plan(4)
10.3 The Company's 1991 Employee Stock Purchase Plan, as amended(6)
10.4 The Company's 1991 Stock Option Plan for Non-Employee Directors(7)
10.5 The Timberland Company Short Term Incentive Plan(2)
4
EXHIBIT DESCRIPTION
- ------- -----------
10.6 The Timberland Company Retirement Earnings 401(k) Plan and Trust
Agreements(8)
10.7 The Timberland Company Profit Sharing Plan and Trust Agreements(8)
10.8 Credit Agreement dated as of April 30, 1998 among The Timberland
Company, certain banks listed therein and Morgan Guaranty Trust
Company of New York, as Agent(9)
10.9 (a) Note Agreements dated as of December 15, 1994 regarding 8.94%
Senior Notes due December 15, 2001(10)
(b) Amendment No. 1 dated as of April 1, 1995 to Note Agreements(11)
(c) Amendment No. 2 dated as of June 28, 1995 to Note Agreements(11)
(d) Amendment No. 3 dated as of June 21, 1996 to Amended and Restated
Note Agreements(12)
(13) ANNUAL REPORT TO SECURITY HOLDERS
13. Portions of the 1999 Annual Report as incorporated herein by
reference, filed herewith
(21) SUBSIDIARIES
21. List of subsidiaries of the registrant(13)
(23) CONSENT OF EXPERTS AND COUNSEL
23. Consent of Deloitte & Touche LLP, filed herewith
(27) FINANCIAL DATA SCHEDULE
27. Financial Data Schedule for the year ended December 31, 1999(13)
(99) ADDITIONAL EXHIBIT
99. Cautionary Statements for Purposes of the "Safe Harbor" Provisions of
the Private Securities Litigation Reform Act of 1995(13)
Pursuant to paragraph 4(iii) of Item 601(b), Regulation S-K, the Company
has filed as Exhibits only the instruments defining the rights of holders of
long-term debt of the Company and its consolidated subsidiaries with respect to
which the total amount of securities authorized thereunder exceeds 10% of the
total assets of the Company and its subsidiaries on a consolidated
5
basis. The Company agrees to furnish to the Commission, upon its request, copies
of other instruments defining the rights of holders of long-term debt of the
Company and its subsidiaries, with respect to which the total amount does not
exceed 10% of such assets. The Company also agrees to furnish to the Commission,
upon its request, copies of any omitted schedule or exhibit to any Exhibit filed
herewith.
- ---------------------------
(1) Filed as an exhibit to Registration Statement on Form S-1, numbered
33-14319, and incorporated herein by reference.
(2) Filed as an exhibit to the Annual Report on Form 10-K for the fiscal year
ended December 31, 1998, and incorporated herein by reference.
(3) Filed as an exhibit to the Annual Report on Form 10-K for the fiscal year
ended December 31, 1996, and incorporated herein by reference.
(4) Filed on June 21, 1995, as an exhibit to Registration Statement on Form S-8,
numbered 33-60457, and incorporated herein by reference.
(5) Filed on September 9, 1997 as an exhibit to Registration Statement on Form
S-8, numbered 333-35223, and incorporated herein by reference.
(6) Filed on June 21, 1995, as an exhibit to Registration Statement on Form S-8,
numbered 33-60459, and incorporated herein by reference.
(7) Filed on August 18, 1992, as an exhibit to Registration Statement on Form
S-8, numbered 33-50998, and incorporated herein by reference.
(8) Filed as an exhibit to the Annual Report on Form 10-K for the fiscal year
ended December 31, 1995, and incorporated herein by reference.
(9) Filed as an exhibit to the Quarterly Report on Form 10-Q for the fiscal
period ended June 26, 1998, and incorporated herein by reference.
(10) Filed as an exhibit to the Annual Report on Form 10-K for the fiscal year
ended December 31, 1994, and incorporated herein by reference.
(11) Filed as an exhibit to the Quarterly Report on Form 10-Q for the fiscal
period ended June 30, 1995, and incorporated herein by reference.
(12) Filed as an exhibit to the Quarterly Report on Form 10-Q for the fiscal
period ended June 27, 1996, and incorporated herein by reference.
(13) Filed as an exhibit to the Annual Report on Form 10-K for the fiscal year
ended December 31, 1999, and incorporated herein by reference.
6
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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
April 25, 2000 By: /s/ Jeffrey B. Swartz
---------------------
Jeffrey B. Swartz, President