The Timberland Company 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.