z SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): May 13, 2004 ------------ THE TIMBERLAND COMPANY ------------------------------ (Exact name of Registrant as Specified in Charter) DELAWARE 1-09548 02-0312554 - ---------------------------- --------------- ---------- (State or Other Jurisdiction (Commission File (I.R.S. Employer of Incorporation) Number) Identification No.) 200 Domain Drive, Stratham, NH 03885 ----------------------------------- ----- (Address of Principal Executive Offices) (Zip Code) (603) 772-9500 --------------- (Registrant's telephone number including area code) ITEM 5. OTHER EVENTS AND REQUIRED FD DISCLOSURE Attached as Exhibit 1.1 hereto and incorporated by reference herein is the Purchase Agreement, dated as of May 13, 2004, by and among The Timberland Company, the selling stockholders named therein and Merrill Lynch & Co. in connection with the public offering of 3,261,220 shares of the Company's Class A common stock, par value $.01 per share, all of which are to be sold by the selling stockholders to the Underwriter pursuant to the Company's Prospectus Supplement, dated as of May 13, 2004, to the Prospectus, dated as of January 27, 2004. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (c) EXHIBITS Exhibit Number Description of Exhibit -------------- ---------------------- 1.1 Purchase Agreement, dated as of May 13, 2004, by and among The Timberland Company, the selling stockholders named therein and Merrill Lynch & Co. 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 hereunto duly authorized. THE TIMBERLAND COMPANY Date: May 17, 2004 By: /s/ Brian P. McKeon -------------------------------- Name: Brian P. McKeon Title: Executive Vice President- Finance and Administration and Chief Financial Officer EXHIBIT INDEX Exhibit Number Description of Exhibit -------------- ---------------------- 1.1 Purchase Agreement, dated as of May 13, 2004, by and among The Timberland Company, the selling stockholders named therein and Merrill Lynch & Co.