5.3.2004: Meldung: Timberland: Sale of Common Stock by Swartz Family Members and Charitable Foundation
STRATHAM, N.H.-The Timberland Company today announced that members of the Swartz family and The Swartz Foundation have entered into an agreement to sell 3,261,221 shares of Timberland Class A Common Stock in an underwritten offering through Morgan Stanley. Included in this agreement are the sale of 1,000,000 shares by The Swartz Foundation, 993,844 shares held in trust for or directly by Julie Swartz (daughter of Sidney Swartz, Chairman), 767,377 shares held in trust for David Swartz (son of Sidney Swartz) and 500,000 shares held in trust for Jeffrey Swartz (President and Chief Executive Officer). Neither Julie Swartz nor David Swartz is actively involved in the management of the Company.
The sale of shares through the underwritten offering will support the Swartz family"s philanthropic and investment diversification objectives. The offering is expected to close on Monday, March 8, 2004 and will be made pursuant to the shelf registration filed with the Securities and Exchange Commission on January 27, 2004. Following the offering, 3,261,220 shares will remain available for sale under the shelf registration. The Company will not receive any proceeds from the sale of these shares.
Sidney Swartz, members of his family and charitable and family trusts currently hold approximately 39% of the total shares outstanding and approximately 78% of the voting control of the Company. The Swartz family, charitable and family trusts will maintain voting control of the Company following this sale. Because the shares to be sold in this underwritten offering are currently outstanding, this sale will not increase the number of the Company"s outstanding shares or dilute ownership of the Company"s other existing shareholders.
This communication shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. Copies of a written prospectus meeting the requirements of Section 10 of the Securities Act may be obtained by contacting: Morgan Stanley, Prospectus Department, 1585 Broadway, New York, NY 10036, (212) 761-4000.
Timberland is a global leader in the design, engineering and marketing of premium-quality footwear, apparel and accessories for consumers who value the outdoors and their time in it. Timberland® products offer quality workmanship and detailing and are built to withstand the elements of nature. The Company"s products can be found in leading department and specialty stores as well as Timberland retail stores throughout North America, Europe, Asia, Latin America, South Africa and the Middle East. More information about Timberland is available in the Company"s reports filed with the SEC.
This press release contains certain forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Various factors could cause the results of The Timberland Company to be materially different from any future results expressed or implied by such forward-looking statements. Such factors include, but are not limited to the Company"s ability to: (i) successfully market and sell its products in a highly competitive industry and in view of changing consumer trends, consumer acceptance of products, and other factors affecting retail market conditions; (ii) procure a majority of its products from independent manufacturers; (iii) manage its foreign exchange rate risks; and (iv) other factors, including those detailed from time to time in The Timberland Company"s SEC reports and the registration statement on Form S-3 filed with the SEC on January 27, 2004. The Timberland Company undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events, or otherwise.
The Timberland Company
Susan Ostrow, 603-773-1212
Director, Investor Relations
Source: The Timberland Company