Table of Contents

Table of Contents

Table of Contents

Table of Contents

~~Table~~UNITED ofSTATES ~~Contents~~SECURITIES AND EXCHANGE COMMISSION

~~UNITED~~WASHINGTON, ~~STATES SECURITIES~~D.C. ~~AND EXCHANGE COMMISSION~~ 20549

~~WASHINGTON, D.C. 20549~~ FORM 8-K

~~FORM~~CURRENT ~~8-K~~ REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

~~CURRENT~~DATE ~~REPORT PURSUANT TO SECTION 13 OR 15(D)~~ OF ~~THE SECURITIES EXCHANGE ACT OF 1934~~ REPORT

~~DATE OF REPORT~~ (DATE OF EARLIEST EVENT REPORTED): ~~June 12, 2011~~

~~THE~~July 15, ~~TIMBERLAND COMPANY~~ 2011

~~(Exact~~THE ~~name~~TIMBERLAND ~~of registrant as specified in its charter)~~COMPANY

DELAWARE	1-9548	02-0312554
(State or other jurisdiction of	(Commission file number)	(IRS employer identification
incorporation or organization)		number)

(Exact name of registrant as specified in its charter)

200 DOMAIN DRIVE STRATHAM, NH 03885 (Address of Principal Executive Offices) (Zip Code)

DELAWARE	1-9548	02-0312554
(State or other jurisdiction of	(Commission file number)	(IRS employer identification
incorporation or organization)		number)

~~Registrant’s~~200 ~~telephone~~DOMAIN ~~number, including area code: (603) 772-9500~~DRIVE

~~Check~~STRATHAM, ~~the~~NH ~~appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):~~ 03885

~~o Written communications pursuant to Rule 425 under the Securities Act~~ (17Address ~~CFR~~of ~~230.425)~~Principal oExecutive ~~Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12~~Offices) ~~o Pre-commencement communications pursuant to Rule 14d-2~~ (b)Zip ~~under the Exchange Act (17 CFR 240.14d-2(b~~Code)~~) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))~~

~~TABLE~~Registrant’s OFtelephone ~~CONTENTS~~number, including area code:

~~Item~~(603) ~~1.01 Entry into a Material Definitive Agreement Item 8.01. Other Events Item 9.01 Financial Statements and Exhibits SIGNATURES EXHIBIT INDEX EX~~772-~~2.1 EX-2.2 EX-99.1~~9500

~~Table~~Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of ~~Contents~~the registrant under any of the following provisions (see General Instruction A.2. below):

~~Item~~o Written communications pursuant to Rule ~~1.01~~425 ~~Entry~~under ~~into~~the aSecurities ~~Material~~Act ~~Definitive~~(17 ~~Agreement~~CFR 230. 425)

Ono Soliciting ~~June 12,~~material ~~2011,~~pursuant The Timberland Company (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with V.F. Corporation (“VF”) and VF Enterprises, Inc., a wholly owned subsidiary of VF (“Merger Sub”). The Merger Agreement provides that, upon the terms and subject to ~~the~~Rule 14a-12 ~~conditions~~under ~~set forth in~~ the ~~Merger~~Exchange ~~Agreement,~~Act ~~Merger Sub will merge with and into the Company~~ (~~the~~17 ~~“Merger”),~~CFR ~~with the Company continuing as the surviving corporation and a wholly owned subsidiary of VF~~240. Holders of the outstanding shares of the Company’s common stock at the effective time of the Merger will receive $43.00 per share in cash, representing a 43.4% premium over the closing price of the Company’s shares on the New York Stock Exchange on June 10, 2011. 14a-12)

~~Concurrently~~o Pre-commencement ~~with~~communications ~~the~~pursuant ~~execution~~to of the Merger Agreement, Sidney W. Swartz, Chairman of the Company’s Board of Directors, Jeffrey B. Swartz, President and Chief Executive Officer of the Company, and certain other members of their families and certain trusts established for the benefit of their families or for charitable purposes Rule 14d-2(~~collectively, the “Supporting Stockholders”~~b), under ~~who collectively control approximately 73.5% of~~ the ~~Company’s~~Exchange ~~combined~~Act ~~voting power, entered into a Voting Agreement~~ (~~the~~17 ~~“Voting~~CFR ~~Agreement”) with VF~~240. The Voting Agreement provides that, so long as the Voting Agreement has not previously been terminated in accordance with its terms, the Supporting Stockholders will deliver a written consent adopting the Merger Agreement on July 26, 2011. 14d-2(b))

~~The~~o Pre-commencement ~~Company~~communications ~~may~~pursuant ~~terminate the Merger Agreement~~ to ~~accept a Superior Proposal~~ Rule 13e-4(~~as defined in the Merger Agreement~~c) ~~prior to 11:59~~ ~~p.m.,~~under ~~Boston time, on July 25, 2011. In~~ the ~~event~~Exchange ofAct ~~such termination,~~(17 ~~the~~CFR ~~Voting Agreement, including the obligation of the Supporting Stockholders to deliver the written consent, will also terminate~~240. ~~Following the delivery of the written consent contemplated by the Voting Agreement, no further action by any Company stockholder will be required to adopt the Merger Agreement or approve the Merger.~~ 13e-4(c))

~~The~~Item ~~Merger~~5.07 ~~Agreement~~ Submission of Matters to a Vote of Security Holders.

AtOn June 13, 2011, The Timberland Company (the ~~effective~~“Company”) ~~time~~announced that it had entered into an Agreement and Plan of Merger (the “Merger Agreement”), dated as of June 12, 2011, with VF Corporation (“Parent”) and VF Enterprises, Inc., a ~~result~~wholly owned subsidiary of Parent (“Merger Sub”). Concurrently with the execution of the Merger Agreement, ~~each~~Sidney ~~outstanding~~W. ~~share~~Swartz, Chairman of the Company’s ~~Class A~~ ~~common~~Board ~~stock~~of ~~and~~Directors, ~~Class~~ Jeffrey B. ~~common~~Swartz, ~~stock~~President ~~(other~~and ~~than~~Chief ~~shares~~Executive ~~held~~Officer byof ~~stockholders~~the ~~who~~Company, ~~have properly~~and ~~demanded~~certain ~~appraisal~~other ~~rights,~~members ~~shares~~of ~~held~~their infamilies ~~treasury~~and bycertain ~~the~~trusts ~~Company~~established ~~and~~for ~~shares~~the ~~owned~~benefit byof VF their families or ~~any~~for ~~subsidiary~~charitable ofpurposes ~~VF)~~(collectively, ~~will~~the be“Supporting ~~converted~~Stockholders”), entered into ~~the~~a ~~right~~Voting toAgreement ~~receive~~(the ~~$43.00~~“Voting inAgreement”) ~~cash,~~with ~~without interest~~Parent.

~~Consummation~~Pursuant ofto the ~~Merger~~terms isof ~~subject~~the topreviously ~~certain~~disclosed ~~conditions~~Voting Agreement, ~~including (i)~~on July 26, 2011, the ~~adoption~~Supporting Stockholders, who beneficially own an aggregate of 2,524,482 shares of the ~~Merger~~ ~~Agreement~~Company’s byClass A common stock, par value $0.01 per share, and 10,568,389 shares of the Company’s ~~stockholders~~Class B common stock, ~~(ii) 20 days~~par ~~having~~value ~~elapsed~~$0.01 ~~since~~per share, and control approximately 73.5% of the ~~mailing~~combined to voting power of the issued and outstanding shares of the Company’s ~~stockholders~~common ofstock, delivered a written consent adopting the ~~definitive~~Merger ~~information~~Agreement ~~statement~~and ~~with~~authorizing ~~respect~~the totransactions contemplated thereby, including the merger of Merger, Sub with and into the Company (~~iii~~the “Merger”) , without prior notice and without the ~~absence~~holding of ~~any~~a ~~law,~~special ~~order~~meeting. orNo ~~injunction~~further ~~prohibiting~~approval of the ~~closing,~~stockholders ~~(iv)~~ of the ~~expiration~~Company ~~or termination~~is ofrequired to adopt the ~~applicable~~Merger ~~Hart-Scott-Rodino~~Agreement ~~waiting~~and ~~period~~authorize the transactions and ~~receipt~~agreements ofcontemplated ~~antitrust~~thereby, ~~approvals in~~including the ~~European~~Merger. On ~~Union~~July 18, ~~(v) material~~2011, ~~compliance~~the ~~with~~Company ~~covenants~~filed ~~and,~~a ~~subject~~preliminary toinformation ~~certain~~statement ~~exceptions,~~ on Schedule 14C relating to the ~~accuracy~~transactions ofcontemplated ~~representations~~by ~~and~~the ~~warranties~~Merger Agreement and ~~(vi) certain~~the ~~other~~Voting ~~customary~~Agreement. A ~~closing~~definitive ~~conditions. Consummation~~information statement will be mailed to security holders of the ~~Merger~~Company iswhen ~~not~~available, ~~subject~~which towill ~~any~~further ~~financing~~describe ~~condition~~the action by written consent taken by the Supporting Stockholders.

~~Table~~Item of8.01 ~~Contents~~Other Events.

~~The~~On ~~Company~~July 15, ~~and~~2011, VFthe ~~have~~Premerger ~~made~~Notification ~~customary~~Office ~~representations,~~of ~~warranties~~the ~~and~~Federal ~~covenants~~Trade inCommission granted the ~~Merger Agreement,~~Company’s ~~including,~~request ~~among~~for ~~others,~~early ~~covenants~~termination toof ~~use~~the ~~reasonable~~waiting ~~best~~period ~~efforts~~applicable to ~~cause~~ the Merger ~~to be~~under ~~consummated~~the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The InMerger ~~addition~~remains conditioned on other customary closing conditions, including (i) the ~~Company~~distribution ~~has~~of ~~covenanted~~the todefinitive ~~conduct~~information ~~its~~statement ~~business~~referred to in ~~the~~Item ~~ordinary course~~5.07 ~~consistent~~above ~~with~~to ~~past~~the ~~practice~~Company’s ~~between~~stockholders and the ~~execution~~passage of ~~the~~20 ~~Merger~~calendar ~~Agreement~~days following such distribution and ~~consummation~~ (ii) the receipt of approval under the European Union Merger Control Regulation.

The Merger Agreement contains a “no-shop” provision that prohibits the Company from soliciting or encouraging competing acquisition proposals. However, prior to 11:59 p.m., Boston time, on July 25, 2011, the Company may, subject to the terms and conditions set forth in the Merger Agreement, furnish information to, and engage in discussions and negotiations with, a third party that makes an unsolicited acquisition proposal. Under certain circumstances and upon compliance with certain notice and other specified conditions set forth in the Merger Agreement, including providing VF with a five-business day notice period (or three-business day period for subsequent notices) to match or improve upon any Superior Proposal (as defined in the Merger Agreement), the Company may, prior to 11:59 p.m., Boston time, on July 25, 2011, terminate the Merger Agreement to accept a Superior Proposal. 2

The Merger Agreement contains certain termination rights for both the Company and VF. The Merger Agreement further provides that, upon termination of the Merger Agreement under specified circumstances, including if (i) the Company’s stockholders do not adopt the Merger Agreement by 11:59 p.m., Boston time, on July 26, 2011 or (ii) the Company terminates the Merger Agreement to accept a Superior Proposal, the Company would be required to pay VF a termination fee of $87.2 million. SIGNATURES

~~The~~Pursuant ~~foregoing~~to ~~description~~the requirements of the ~~Merger~~Securities ~~Agreement~~Exchange ~~does~~Act ~~not~~of ~~purport~~1934, tothe beRegistrant ~~complete~~has ~~and~~duly ~~is qualified~~caused inthis ~~its~~report ~~entirety~~to bybe ~~reference~~signed toon ~~the~~its ~~Merger~~behalf ~~Agreement,~~by ~~which~~the isundersigned ~~filed~~hereunto asduly ~~Exhibit 2~~authorized.~~1 hereto.~~

The Voting Agreement

	THE TIMBERLAND COMPANY

Date: July 26, 2011	By:	/s/ Carrie W. Teffner
	Name:	Carrie W. Teffner
	Title:	Chief Financial Officer

As noted above, the Supporting Stockholders agreed pursuant to the Voting Agreement that, so long as the Voting Agreement has not previously terminated in accordance with its terms, they will deliver on July 26, 2011 (by no later than 11:59 p.m., Boston time, on that date) an irrevocable written consent with respect to each share of the Company’s Class A common stock and Class B common stock beneficially owned by them (representing in the aggregate approximately 73.5% of the Company’s combined voting power as of June 10, 2011) in favor of adoption of the Merger Agreement and the approval of the Merger. The Voting Agreement further provides that, during the term of the Voting Agreement, the Supporting Stockholders will vote (or cause to be voted) all of their shares of the Company’s Class A common stock and Class B common stock against, among other things, any alternative business combination involving the Company. During the term of the Voting Agreement, each Supporting Stockholder has also granted an irrevocable proxy appointing VF and any designee of VF as such Supporting Stockholder’s attorney-in-fact to vote (or deliver a written consent with respect to) such Supporting Stockholder’s shares in accordance with the foregoing. 3

While the Voting Agreement remains in effect, each Supporting Stockholder is prohibited from transferring any shares of the Company’s Class A common stock and Class B common stock beneficially owned by such Supporting Stockholder, subject to certain exceptions,

including transfers pursuant to the Merger Agreement. Each Supporting Stockholder has also agreed not to solicit or encourage competing acquisition proposals, subject to certain limited exceptions.

In addition, in the Voting Agreement, Sidney W. Swartz and Jeffrey B. Swartz each 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 the Company is engaged as of the closing of the Merger. The agreement contains certain limited exceptions, including participating in noncommercial activities such as corporate social responsibility activities and charitable activities.

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 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.

The foregoing description of the Voting Agreement does not purport to be complete and is qualified in its entirety by reference to the Voting Agreement, which is filed as Exhibit 2.2 hereto, and is incorporated into this report by reference.

Goldman, Sachs & Co. is serving as financial advisor to the Company in connection with the Merger. Ropes & Gray LLP and Richards, Layton and Finger, P.A. are serving as its legal counsel.

Item 8.01. Other Events.

On June 13, 2011, the Company and VF issued a joint press release announcing the execution of the Merger Agreement. The press release is attached as Exhibit 99.1 and is incorporated herein by reference.

Additional Information

The Merger Agreement has been attached as an exhibit to provide investors and security holders with information regarding its terms. It is not intended to provide any other factual information about the Company, VF or Merger Sub. The representations, warranties and covenants contained in the Merger Agreement were made only for the purposes of such agreement and as of specified dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties. The representations and warranties may have been made for the purposes of allocating contractual risk between the parties to the agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company or VF or any of their respective subsidiaries or affiliates. In addition, the assertions embodied in the representations and warranties contained in the Merger Agreement are qualified by information in a confidential disclosure schedule that the parties have exchanged. Accordingly, investors should not rely on the representations and warranties as characterizations of the actual state of facts, since (i) they were made only as of the date of such agreement or a prior, specified date, (ii) in some cases they are subject to qualifications with respect to materiality, knowledge and/or other matters, and (iii) they may be modified in important part by the underlying disclosure schedule. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s or VF’s public disclosures.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

2.1		Agreement and Plan of Merger, dated as of June 12, 2011, among the Company, V.F. Corporation and VF Enterprises, Inc.
2.2		Voting Agreement, dated as of June 12, 2011, by and among V.F. Corporation and the stockholders listed on the signature pages thereto
99.1		Joint Press Release dated June 13, 2011

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.

EXHIBIT INDEX

2.1		Agreement and Plan of Merger, dated as of June 12, 2011, among the Company, V.F. Corporation and VF Enterprises, Inc.
2.2		Voting Agreement, dated as of June 12, 2011, by and among V.F. Corporation and the stockholders listed on the signature pages thereto
99.1		Joint Press Release dated June 13, 2011

THE TIMBERLAND COMPANY

Date: June 13, 2011

/s/ Carrie W. Teffner

Carrie W. Teffner

Chief Financial Officer

Filing Compare · TIMBERLAND CO