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): March 3, 2004
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THE TIMBERLAND COMPANY
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(Exact name of Registrant as Specified in Charter)
DELAWARE 1-09548 02-0312554
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(State or Other Jurisdiction (Commission File (I.R.S. Employer
of Incorporation) Number) Identification No.)
200 Domain Drive, Stratham, NH 03885
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(Address of Principal Executive Offices) (Zip Code)
(603) 772-9500
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(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 Underwriting Agreement, dated as of March 3, 2004, by and among The
Timberland Company, the selling stockholders named therein and Morgan Stanley &
Co. Incorporated in connection with the public offering of 3,261,221 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 March 3, 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
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1.1 Underwriting Agreement, dated as of March 3, 2004,
by and among The Timberland Company, the selling
stockholders named therein and Morgan Stanley & Co.
Incorporated.
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: March 5, 2004 By: /s/ Brian P. McKeon
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Name: Brian P. McKeon
Title: Executive Vice President-
Finance and Administration and
Chief Financial Officer
EXHIBIT INDEX
Exhibit Number Description of Exhibit
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1.1 Underwriting Agreement, dated as of March 3, 2004,
by and among The Timberland Company, the selling
stockholders named therein and Morgan Stanley & Co.
Incorporated.