sc13gza
|
|
|
|
|
|
|
|
|
|
Cusip No. 887100105
|
|
Schedule 13G/A
|
|
|
|
|
|
|
|
|
1 |
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Sidney W. Swartz 1982 Family Trust (the Swartz Family Trust) |
|
|
|
|
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a) o |
|
(b) o
Not Applicable |
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
4 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
United States |
|
|
|
|
|
5 |
|
SOLE VOTING POWER |
|
|
|
NUMBER OF |
|
0 |
|
|
|
|
SHARES |
6 |
|
SHARED VOTING POWER |
BENEFICIALLY |
|
|
OWNED BY |
|
3,498,816 which includes 3,220,612 shares of Class B common stock.1 |
|
|
|
|
EACH |
7 |
|
SOLE DISPOSITIVE POWER |
REPORTING |
|
|
PERSON |
|
0 |
|
|
|
|
WITH |
8 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
3,498,816 which includes 3,220,612 shares of Class B common stock.1 |
|
|
|
9 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
3,498,816 Shares |
|
|
|
10 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
|
|
|
o
Not Applicable |
|
|
|
11 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
|
|
|
6.8%2 |
|
|
|
12 |
|
TYPE OF REPORTING PERSON |
|
|
|
OO- Other |
1 The Voting and Dispositive Power of the above referenced Class A Shares (as defined below) is being reported is being reported as shared hereunder because V.F. Corporation may be deemed to have beneficial ownership of such Class A Shares as a result of the Voting Agreement (as defined below).
2 The beneficial ownership percentages described in this Schedule 13G/A are based on the aggregate number of shares of the Class A and Class B common stock outstanding as of April 1, 2011
1
|
|
|
|
|
|
|
|
|
|
Cusip No. 887100105
|
|
Schedule 13G/A
|
|
|
Item 1(a). Name of Issuer
The name of the issuer to which this filing on Schedule 13G/A
relates is The Timberland Company (the Company).
Item 1(b). Address of Issuers Principal Executive Offices
The principal executive offices of the Company are located at 200
Domain Drive, Stratham, NH 03885.
Item 2(a). Name of Person Filing
The Sidney W. Swartz 1982 Family Trust (the Swartz Family Trust)
Item 2(b). Address of Principal Business Office or, if none, Residence
33 Bradlee Road, Marblehead, MA 01945.
Item 2(c). Citizenship
Massachusetts
Item 2(d). Title of Class of Securities
The class of equity securities of the Company to which this
filing on Schedule 13G/A relates is Class A Common Stock, par value
$0.01 per share.
Item 2(e). CUSIP Number
The CUSIP number of the Companys Ordinary Shares is 887100 10 5.
Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240-13d-2(b) or (c), check whether the person filing is:
Not Applicable.
Not Applicable.
2
|
|
|
|
|
|
|
|
|
|
Cusip No. 887100105
|
|
Schedule 13G/A
|
|
|
Item 4. Ownership.
Item 4(a). Amount beneficially owned
3,498,816
Item 4(b). Percent of Class
6.8%
Item 4(c). Number of shares as to which such person has:
|
(i) |
|
sole power to vote or to direct the vote: |
|
|
|
|
None. |
|
|
(ii) |
|
shared power to vote or to direct the vote: |
|
|
|
|
3,498,816. |
The Swartz Family Trust has voting power over 3,498,816
shares. Judith H. Swartz is the wife of Sidney W.
Swartz who beneficially owns 7,538,420 shares and is
filing a separate Schedule 13G/A.
On June 12, 2011, the Company entered into an Agreement
and Plan of Merger (the Merger Agreement) with V.F.
Corporation, a Pennsylvania corporation (VF) and VF
Enterprises, Inc., a wholly owned subsidiary of VF
(Merger Sub). Concurrently with the execution of the
Merger Agreement, and as an inducement for VF and
Merger Sub to enter into the Merger Agreement, the
Swartz Family Trust, Mr. Swartz and certain other
members of his family and certain trusts established
for the benefit of his family or for charitable
purposes (collectively, the Supporting Stockholders)
entered into a Voting Agreement (the Voting
Agreement) with VF with respect to the shares of Class
A common stock, $0.01 par value per share (the Class A
Shares), and the shares of Class B common stock, $0.01
par value per share (the Class B Shares and, together
with the Class A Shares, the Common Shares), of the
Company beneficially owned by the Supporting
Stockholders. The Common Shares beneficially owned by
the Swartz Family Trust have not been purchased by VF
and no monetary consideration was paid by VF to the
Swartz Family Trust in connection with the execution
and delivery of the Voting Agreement.
Under the Voting Agreement, the Swartz Family Trust
agreed that, so long as the Voting Agreement has not
previously terminated in accordance with its terms, it
would deliver on July 26, 2011 (by no later than 11:59
p.m., Boston time, on that date) a written consent with
respect to each Class A Share and Class B Share
beneficially owned by it in favor of adoption of the
Merger Agreement. Following the delivery of such
written consent, no further action by any stockholder
of the Company will be required to adopt the Merger
Agreement or approve the merger of Merger Sub with and
into the Company, with the Company surviving as a
wholly-owned subsidiary of VF (the Merger).
The Voting Agreement further provides that, during the
term of the Voting Agreement, the Swartz Family Trust
will vote (or cause to be voted) all of their Class A
Shares and Class B Shares against (i) any competing
acquisition proposal made prior to the termination of
the
3
Merger Agreement, (ii) any reorganization,
recapitalization, liquidation, winding-up,
consolidation, combination, sale of substantially all
of the assets of the Company or any other business
combination or extraordinary transaction involving the
Company and (iii) any corporate action the consummation
of which would frustrate the purposes, or prevent,
impede, adversely affect, materially postpone or
materially delay the consummation, of the transactions
contemplated by the Merger Agreement. The Swartz
Family Trust has agreed not to exercise any rights to
demand appraisal of any Common Shares beneficially
owned by such Supporting Stockholder in connection with
the Merger.
To the extent that the Swartz Family Trust acquires
beneficial ownership of any Common Shares during the
term of the Voting Agreement, such Common Shares will
become subject to the terms of the Voting Agreement to
the same extent as though such Common Shares were owned
by such Supporting Stockholder as of the date of the
Voting Agreement. However, the Swartz Family Trust is
not required under the Voting Agreement to exercise any
option to acquire Common Shares in order to vote or act
by written consent with respect to the Common Shares
underlying such option.
During the term of the Voting Agreement, the Swartz
Family Trust has also granted an irrevocable proxy
appointing VF and any designee of VF as its
attorney-in-fact to vote (or deliver a written consent
with respect to) its Common Shares in accordance with
the foregoing.
While the Voting Agreement remains in effect, the
Swartz Family Trust is prohibited from (i) converting
any Class B Shares it beneficially owns into Class A
Shares and (ii) transferring any Common Shares
beneficially owned by such person, subject to certain
exceptions, including transfers pursuant to the Merger
Agreement. The Swartz Family Trust has also agreed
that, except as permitted by the Merger Agreement, it
would not (i) solicit or encourage competing
acquisition proposals, (ii) participate in discussions
or negotiations regarding competing acquisition
proposals or (iii) approve or enter into any letter of
intent, acquisition agreement or any similar agreement
relating to a competing acquisition proposal.
The Voting Agreement will terminate upon the earliest
of (i) the effective time of the Merger, (ii) the
termination of the Merger Agreement in accordance with
its terms, including any termination in connection with
the Companys acceptance of a Superior Proposal (as
defined in the Merger Agreement) and (iii) the
effectiveness of any amendment, modification or
supplement to, or waiver under, the Merger Agreement
that would reduce the consideration payable in the
Merger, unless consented to in writing by each
Supporting Stockholder.
In addition, in the Voting Agreement, Mr. Swartz agreed
for the three-year period after the closing of the
Merger not to own or participate in any business or
activity that competes with any business in which
Timberland is engaged as of the closing of the Merger.
The agreement contains certain limited exceptions,
including participating in non-commercial activities,
such as corporate social responsibility activities and
charitable activities.
The foregoing description of the Merger Agreement and
Voting Agreement does not purport to be complete and is
qualified in its entirety by reference to the Merger
Agreement and the Voting Agreement, copies of which are
filed as Exhibits 2.1 and 2.2, respectively, to the
Companys current report on Form 8-K filed on filed on
June 13, 2011.
|
(iii) |
|
sole power to dispose or to direct the disposition of: |
|
|
|
|
0 |
|
|
(iv) |
|
shared power to dispose or to direct the disposition of: |
|
|
|
|
3,498,816 |
Item 5. Ownership of Five Percent or Less of a Class
4
Not Applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not Applicable.
Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company:
Not Applicable.
Item 8. Identification and Classification of Members of the Group
Not Applicable.
Item 9. Notice of Dissolution of Group
Not Applicable.
Item 10. Certification
Not Applicable.
5
SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify
that the information set forth in this statement is true, complete and correct.
Dated: June 15, 2011
|
|
|
|
|
|
|
|
|
The Sidney W. Swartz 1982 Family Trust |
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Judith H. Swartz |
|
|
|
|
|
|
|
|
|
|
|
|
|
Name: Judith H. Swartz
|
|
|
|
|
|
|
Title: Trustee |
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Robert N. Shapiro |
|
|
|
|
|
|
|
|
|
|
|
|
|
Name: Robert N. Shapiro |
|
|
|
|
|
|
Title: Trustee |
|
|
6