10-K/A 1 a2153910z10-ka.htm FORM 10-K/A
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549


FORM 10-K/A
AMENDMENT NO. 1

FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

(Mark One)  

ý

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2004

OR

o

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
(State or Other Jurisdiction
of Incorporation or Organization)
  02-0312554
(I.R.S. Employer Identification No.)

200 Domain Drive, Stratham,
New Hampshire

(Address of Principal Executive Office)

 


03885

(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 ý    No o

        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.    o

        Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).    Yes ý    No o

        The aggregate market value of Class A Common Stock of the Company held by non-affiliates of the Company was approximately $1,636,730,605 on July 2, 2004, which was the last business day of the Company's second fiscal quarter in 2004. 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. 28,007,697 shares of Class A Common Stock and 5,871,830 shares of Class B Common Stock of the Company were outstanding on February 25, 2005.

DOCUMENTS INCORPORATED BY REFERENCE:

        Portions of the Company's definitive Proxy Statement for the 2005 Annual Meeting of Stockholders to be filed pursuant to Regulation 14A are incorporated by reference in Part III, Items 10, 11, 12, 13 and 14, of this Form 10-K.





EXPLANATORY NOTE

        The Timberland Company (the "Company") is filing this amendment to Form 10-K for the fiscal year ended December 31, 2004, filed with the Securities and Exchange Commission on March 16, 2005, to add the name and electronic signature of the Company's independent registered public accounting firm, Deloitte & Touche LLP ("Deloitte"), to the Consent of Independent Registered Public Accounting Firm in Exhibit 23. The omission was due to an inadvertent printing error.



PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

    (b)
    EXHIBITS. Listed below are the Exhibits filed or furnished as part of this amended report.

EXHIBIT

  DESCRIPTION
(23)   CONSENT OF EXPERTS AND COUNSEL
23.   Consent of Deloitte & Touche LLP, filed herewith
(31)   RULE 13a-14(a)/15d — 14(a) CERTIFICATIONS
31.1   Principal Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith
31.2   Principal Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith
(32)   SECTION 1350 CERTIFICATIONS
32.1   Chief Executive Officer certification pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, furnished herewith
32.2   Chief Financial Officer certification pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, furnished herewith

        We agree to furnish to the Commission, upon its request, copies of any omitted schedule or exhibit to any Exhibit filed herewith.



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.


Date: March 17, 2005

THE TIMBERLAND COMPANY

 

By:

/s/  
BRIAN P. MCKEON      
Brian P. McKeon
Chief Financial Officer and Executive Vice President —
Finance and Administration



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EXPLANATORY NOTE
PART IV
SIGNATURES