ITEM 1. BUSINESS
(a) General development of business.
Registrant (also referred to as the "Company") is the parent corporation of Tiffany and Company ("Tiffany"). The Tiffany business was founded in 1837 and was incorporated in New York in 1868. On May 5, 1987 Registrant completed the initial public offering of its Common Stock.
(b) Financial information about industry segments.
Industry segment information is not provided because the Registrant operates in a single industry segment: retail and wholesale distribution of fine jewelry, gift and fashion accessory items. Incorporated by reference from Registrant's Annual Report to Stockholders for the fiscal year ended January 31, 1994 (Footnote M. "Foreign Operations") is the Registrant's geographic segment information for the fiscal years ended January 31, 1994, 1993 and 1992.
(c) Narrative description of business.
As used below, the terms "Fiscal 1991", "Fiscal 1992" and "Fiscal 1993" refer to the fiscal years ended on January 31, 1992, 1993 and 1994, respectively.
Products
Registrant's principal product categories are fine jewelry, timepieces, sterling silverware, china, crystal, stationery, writing instruments, fragrance, leather goods, scarves and ties.
Registrant offers an extensive selection of fine jewelry at a wide range of prices. In Fiscal 1991, 1992 and 1993, approximately 62%, 60% and 65%, respectively, of Registrant's net sales were attributable to jewelry. See Merchandise Purchasing, Manufacturing and Raw Materials below. Subject to approval by Tiffany's design department, designs are developed by employees, suppliers, independent designers and independent "name" designers. See Designer Licenses below.
TIFFANY & CO. brand watches and clocks as well as other brands of watches are sold. The range of TIFFANY & CO. brand sterling silver merchandise includes flatware, hollowware (tea and coffee services, bowls, cups and trays), trophies, key holders, picture frames and desk accessories. Crystal, glassware, china and other tableware, is sold under the trademarks of well-known manufacturers, as well as under the TIFFANY & CO.
- PAGE 2 - trademark. Custom engraved stationery, writing instruments, handbags, wallets, scarves, men's ties and fashion accessories are sold under the TIFFANY & CO. trademark. Fragrance products are sold under the trademarks TIFFANY and TIFFANY FOR MEN.
Distribution and Marketing
Channels of Distribution
Registrant sells through three channels of distribution, and reports its sales as follows:
U.S. Retail consists of retail sales from stores in the United States and wholesale sales to selected independent retailers in North America. U.S. Retail sales include wholesale sales of fragrance products in the United States, Canada and in the Caribbean region. See U.S. Retail below;
Direct Marketing consists of sales in the United States through a staff of specialized sales personnel who concentrate on business clients, and sales through direct mail catalogs. See Direct Marketing below; and
International Retail consists of both retail and wholesale sales to customers located outside the United States. See International Retail below.
U.S. Retail
The Fifth Avenue store in New York accounts for the largest portion of the Company's sales and is the focal point for marketing and public relations efforts. Approximately 23%, 24% and 21% of total Company net sales for Fiscal 1991, 1992 and 1993, respectively, were attributable to the New York store's retail sales. Management believes that the New York retail store will continue to account for a substantial portion of the Company's sales. Approximately 32,450 square feet in the New York building are devoted to retail selling.
Prior to September 1963, when the first branch store was opened in San Francisco, the New York store was Tiffany's sole retail location in the United States. Since that time, branch stores have been opened in the following cities: Houston (1964), Beverly Hills (1964), Chicago (1966), Atlanta (1969), Dallas (1982), Boston (1984), Costa Mesa (1988), Vienna, Virginia (Washington D.C. area) (1990), Philadelphia (1990), Palm Beach (1991), San Diego (1992), Honolulu (1992), Troy, Michigan (1992) and Bal Harbour (1993). The Beverly Hills branch store was relocated to larger quarters in 1990, as were the San
- - - PAGE 3 - Francisco and Houston branches in 1991. In March, 1993 a boutique located in Atlantic City, New Jersey which had been opened in 1990 was closed. Each of the 15 U.S. branch stores displays a representative selection of merchandise but none maintains the extensive selection carried by the New York store. Management currently contemplates the opening of new branch stores in major United States cities at the rate of approximately two per year. Separate lease agreements to open branches in Short Hills, New Jersey and Chevy Chase, Maryland have been entered into and, subject to completion of construction, Registrant expects to open for business in those locations in September 1995 and April 1996, respectively. The Chevy Chase location could, however, open as early as Fall 1994 should the space become available. See Item 2.
ITEM 2. PROPERTIES
All of Tiffany's principal operating facilities are leased although Registrant does own a small glass manufacturing facility in Salem, West Virginia.
New York Store
Tiffany leases the land and building at 727 Fifth Avenue in New York City for use as its main retail store and executive offices. The building was constructed in 1940. Approximately 32,450 gross square feet of this 124,000 square foot building are devoted to retail selling purposes, with the balance devoted to executive and administrative offices, jewelry production and storage. The building at 727 Fifth Avenue was designed to be a retail store for Tiffany and Tiffany believes it is well configured and located for this function.
The initial lease term for the New York store building expires on October 31, 1994 but may, subject to the terms of the lease, be renewed for five successive terms of five years each. Basic rent for the building is $5.96 million per annum. That rate will remain effective until the expiration of the initial lease term. Tiffany has given notice of renewal for the first five-year renewal term. After October 31, 1994, when this renewal term commences, the basic rent will be increased by the greater of (i) a proportional increase in accordance with a consumer price index or (ii) the fair rental value of the property as determined by an appraisal proceeding. Tiffany has not yet been advised as to its landlord's position as to rent during the renewal term. Tiffany must also pay all costs of operating the building, including real property taxes, in addition to the basic rent.
Distribution Center
The Company's distribution facility in Parsippany, New Jersey is 16 years old and consists of approximately 135,000 square feet of space devoted to warehousing, receipt and distribution of merchandise, order processing, silversmithing and offices. The initial term of the net lease covering this facility expires on May 31, 1995 and may be renewed
- - - PAGE 15 - thereafter for two successive periods of five years each at a fair market rental rate. The current basic rental is approximately $7.06 per square foot per annum. In April, 1993 the Company entered into a lease for 51,000 square feet of warehouse space in Pine Brook, New Jersey, a town adjacent to Parsippany. With the addition of this bulk storage and overflow capacity, management believes that the Parsippany distribution facility will continue to be adequate but not optimal for the most efficient distribution of the Company's products. Accordingly, management is developing plans to relocate distribution and warehouse operations to a single facility by late 1996 or early 1997, and to combine existing New Jersey office, manufacturing and distribution support facilities into that same site.
Branch and Subsidiary Retail Store Leases
Set forth below is the expiration date for each of Tiffany's existing branch and subsidiary retail store leases (and, where applicable, optional renewal terms): Phipps Plaza Shopping Center, Atlanta, GA, July 31, 2000 (two five-year terms); Two Rodeo Drive, Beverly Hills, CA, October 7, 2005 (two five-year terms); Copley Place, Boston, MA, July 31, 2009 (two five-year terms); 715 North Michigan Avenue, Chicago, IL, September 30, 1997 (one 10-year term); South Coast Plaza, Costa Mesa, CA, January 31, 2004 (one five-year term); The Galleria, Dallas, TX, October 31, 1997 (one five-year term); Union Square, San Francisco, CA, October 29, 2006 (one ten-year term); Galleria Post Oak Shopping Center, Houston, TX, September 30, 2007 (one five-year term); 259 Worth Avenue, Palm Beach, FL, May 31, 2007 (two five-year terms); The Bellevue, Philadelphia, PA, November 16, 2005 (one five-year term); The Paladion, San Diego, CA, May 31, 2007; Fairfax Square, Vienna, VA, March 31, 2000 (two five-year terms); The Somerset Collection, Troy, MI, September 30, 2007; Ala Moana Center, Honolulu, HI, January 31, 2000; Bal Harbour Shops, Bal Harbour, FL, May 31, 2003; 20 Goethestrasse, Frankfurt, Germany, January 31, 2001 (one 10-year term); 25 Old Bond Street, London, England, March 24, 2016; Residenzstrasse 11, Munich, Germany, June 30, 1994 (one four-year term); The Landmark, Hong Kong, November 15, 1994; The Peninsula, Kowloon, Hong Kong, February 28, 1995; Raffles Hotel, Singapore, September 16, 1994 (one three- year term); Regent Hotel, Taipei, Taiwan, October 6, 1995 (two five-year terms); 85 Bloor Street, Toronto, Canada, October 15, 2006 (one seven-year term); Bahnhofstrasse 14, Zurich, Switzerland, September 30, 2000; and Ngee Ann City, Singapore, September 15, 1999 (one year renewal term).
In addition to the leases shown above, Tiffany has entered into a fifteen-year lease for a 10,000 square foot retail location at the Oakbrook Center, Oakbrook, Illinois, a ten-year lease for an 8,400 square foot retail location at The Mall at Short Hills, Short Hills, New Jersey, and a 5,400 square foot retail location at Chevy Chase Plaza, Chevy Chase, Maryland. The Oakbrook Center store is currently under construction and is expected to open in September 1994. Construction of The Mall at Short Hills location is expected to begin in Spring 1995 and to be completed by September 1995. Construction of the Chevy Chase, Maryland store is expected to commence no later than December 1995 and to be completed within four months.
- PAGE 16 - Registrant also operates two FARAONE stores in Italy, one in Milan and one in Florence. The Milan store is located on Via de Montenapoleone. The present lease expires on March 31, 1999, but may, subject to certain conditions imposed by Italian law, be renewed for an additional term of six years. The Florence store is located on Via Tornabuoni. The present lease expires on June 30, 1997 and is renewable for an additional term of six years, subject to the same conditions imposed by law upon the Milan lease.
ITEM 3.
ITEM 3. LEGAL AND ENVIRONMENTAL PROCEEDINGS
Registrant and Tiffany are from time to time involved in routine litigation incidental to the conduct of Tiffany's business, including proceedings to protect its trademark rights, litigation instituted by persons alleged to have been injured upon premises within Registrant's control and litigation with present and former employees. Registrant believes that no litigation currently pending to which it or Tiffany is a party or to which its properties are subject will have a material adverse effect on its results of operations or financial condition.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the fourth quarter of the fiscal year ended January 31, 1994.
- - - PAGE 17 - EXECUTIVE OFFICERS OF THE REGISTRANT
The executive officers of Registrant are:
William R. Chaney. Mr. Chaney, Chairman, President and Chief Executive Officer of Tiffany since August 1984, joined Tiffany in January 1980 as a member of its Board. Prior to 1984 he served as an executive officer of Avon Products Inc. Mr. Chaney also serves on the board of directors of the Bank of New York.
- PAGE 18 - Michael J. Kowalski. Mr. Kowalski has held a variety of merchandising management positions since joining Tiffany in 1983 as Director of Financial Planning. On March 19, 1992 he was appointed Executive Vice President with overall responsibility in the following areas: merchandising, marketing, advertising, public relations and product design.
James E. Quinn. Mr. Quinn joined the Company in July 1986 as Vice President of branch sales for the Company's corporate sales operations. He was promoted to his current position as Executive Vice President responsible for all United States retail and corporate sales on March 19, 1992 and assumed responsibility for all North American retail and corporate sales in 1994.
Jeanne B. Daniel. Ms. Daniel has served in a variety of merchandising management positions since joining the Company in 1986 as a merchandising management associate. She was appointed Senior Vice President with responsibility for Merchandising Group I (jewelry) in October 1992.
Patrick B. Dorsey. Mr. Dorsey joined the Company in July 1985 as General Counsel and Secretary.
James N. Fernandez. Mr. Fernandez joined Tiffany in October 1983 and has held various positions in financial planning and management since that time. He was appointed to his current position in April 1989.
Marsha S. Gewirtzman. Ms. Gewirtzman joined the Company in September 1987 in a sales management capacity within the corporate sales division. On March 19, 1992 she was appointed Senior Vice President with responsibility for corporate sales.
Fernanda K. Gilligan. Mrs. Gilligan joined Tiffany in October 1984 as Director of Retail Marketing. She assumed her current responsibilities in January 1990.
John R. Loring. Mr. Loring has served as Design Director since joining Tiffany in 1979.
Diana Lyne. Ms. Lyne joined Tiffany in July 1984 as Director of Advertising. She assumed her current responsibilities in January 1990.
Thomas J. O'Neill. Dr. O'Neill joined Tiffany in February 1985 as a management associate. He assumed responsibility for sale in the Pacific Rim in March 1992 and assumed responsibility for sales in the Mid-East in 1994.
Dale S. Strohl. Mr. Strohl assumed his current responsibilities in September 1984.
Larry M. Segall. Mr. Segall joined Tiffany in 1985 as Controller. He was appointed Treasurer-Controller on January 21, 1993.
- - - PAGE 19 - PART II
ITEM 5.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Registrant's Common Stock is traded on the New York Stock Exchange. In consolidated trading, the high and low sales prices per share for shares of such Common Stock for Fiscal 1992 were:
In consolidated trading, the high and low sale prices per share for shares of such Common Stock for Fiscal 1993 were:
On March 24, 1994, the high and low selling prices quoted on such exchange were $33.625 and $33.250 respectively. On March 24, 1994 there were 2,268 record holders of Registrant's Common Stock.
It is Registrant's policy to pay a quarterly dividend of $.07 per share of Common Stock, subject to declaration of such dividend by Registrant's Board of Directors. In Fiscal 1992, dividends of $.07 per share were paid on April 10, 1992, July 10, 1992, October 9, 1992 and January 8, 1992. In Fiscal 1993, dividends of $.07 per share were paid on April 9, 1993, July 9, 1993, October 8, 1993 and January 10, 1994.
In calculating the aggregate market value of the voting stock held by non-affiliates of the Registrant shown on the cover page of this Report on Form 10-K, 2,135,000 shares of Registrant's Common Stock beneficially owned by Mitsukoshi Limited and by the executive officers and directors of the Registrant (exclusive of shares which may be acquired on exercise of employee stock options) were excluded, on the assumption that certain of those persons could be considered "affiliates" under the provisions of Rule 405 promulgated under the Securities Act of 1933.
- PAGE 20 - ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
Incorporated by reference from Registrant's Annual Report to Stockholders for the fiscal year ended January 31, 1994.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION
Incorporated by reference from Registrant's Annual Report to Stockholders for the fiscal year ended January 31, 1994.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Incorporated by reference from Registrant's Annual Report to Stockholders for the fiscal year ended January 31, 1994.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
NONE PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Incorporated by reference from Registrant's Proxy Statement dated April 7, 1994, pages 2-5 and 7.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
Incorporated by reference from Registrant's Proxy Statement dated April 7, 1994, pages 8-17.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Incorporated by reference from Registrant's Proxy Statement dated April 7, 1994, pages 5-7.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Incorporated by reference from Registrant's Proxy Statement dated April 7, 1994, pages 13-14. See also Part I, Item 1. Distribution and Marketing, International Retail, above, for a discussion of Registrant's business relationship with Mitsukoshi, Ltd., a holder of in excess of 10% of Registrant's issued and outstanding Common Stock.
- - - PAGE 21 - PART IV
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K
(a) List of Documents Filed As Part of This Report:
1. Financial Statements:
Data incorporated by reference from the 1993 Annual Report to Shareholders of Tiffany & Co. and Subsidiaries:
Report of Independent Accountants (See page 31 of this Form 10-K)
Consolidated balance sheets as of January 31, 1994 and 1993
Consolidated statements of operations for the years ended January 31, 1994, 1993 and 1992
Consolidated statements of stockholders' equity for the years ended January 31, 1994, 1993 and 1992
Consolidated statements of cash flows for the years ended January 31, 1994, 1993 and 1992
Notes to consolidated financial statements
2. Financial Statement Schedules:
The following financial statement schedules should be read in conjunction with the consolidated financial statements incorporated by reference herein:
VIII. Valuation and qualifying accounts and reserves.
IX. Short-term borrowings.
X. Supplementary income statement information.
All other schedules have been omitted since they are either not applicable or not required, or because the information required is included in the consolidated financial statements and notes thereto.
- PAGE 22 - 3. Exhibits:
The following exhibits have been filed with the Securities and Exchange Commission but are not attached to copies of this Form 10-K other than complete copies filed with said Commission and the New York Stock Exchange:
Exhibit Description
3.1 Restated Certificate of Incorporation of Registrant. Incorporated by reference from Exhibit 3.1 to Registrant's Report on Form 8-K dated June 23, 1989.
3.2 By-Laws of Registrant (as last amended April 19, 1993).
4.1 Form of Rights Agreement Dated as of November 17, 1988 by and between Registrant and Manufacturers Hanover Trust Company, as Rights Agent. Incorporated by reference from Exhibit 4.1 to Registrant's Report on Form 8-K dated November 18, 1988.
4.2 Amendment to Rights Agreement dated as of September 21, 1989 by and between Registrant and Manufacturers Hanover Trust Company, as Rights Agent. Incorporated by reference from Exhibit 4.2 to Registrant's Report on Form 8-K dated September 28, 1989.
4.3 Indenture dated as of March 15, 1991 between Registrant and Manufacturers Hanover Trust Company, as Trustee, in respect of Registrant's 6-3/8% Convertible Subordinated Debentures Due 2001. Incorporated by reference from Exhibit 4.3 to Registrant's Report on Form 10-K for the fiscal year ended January 31, 1992 and dated April 10, 1992.
10.5 Designer Agreement between Tiffany and Paloma Picasso dated April 4, 1985. Incorporated by reference from Exhibit 10.5 filed with Registrant's Registration Statement on Form S-1, Registration No. 33-12818 (the "Registration Statement").
10.15 Lease between Tiffany and Creef Gem Corporation dated May 24, 1985 for 801 Jefferson Road, Parsippany, N.J. Incorporated by reference from Exhibit 10.15 to the Registration Statement.
10.16 Lease dated October 15, 1984 between Avon Export Corporation and Tiffany for 727 Fifth Avenue, New York, N.Y. Incorporated by reference from Exhibit 10.16 to the Registration Statement.
- - - PAGE 23 - Exhibit Description
10.53 Distribution and Manufacturing Services Agreement between Chanel, Inc. and Tiffany and Company dated as of January 1, 1993. Incorporated by reference from Exhibit 10.53 filed with Registrant's Report on Form 10-K for the fiscal year ended January 31, 1993 and dated April 12, 1993.
10.54 Letter Agreement dated March 4, 1987 between Tiffany and Elsa Peretti. Incorporated by reference from Exhibit 10.54 to the Registration Statement.
10.56 Purchase Agreement dated as of July 18, 1988, by and between Tiffany and Chanel, Inc. Incorporated by reference from Exhibit 28.2 to the Form S-8.
10.64 Distribution Agreement dated November 28, 1988 by and between Tiffany and Mitsukoshi (U.S.A.), Inc. in respect of Hawaii. Incorporated by reference from Exhibit 10.64 to Registrant's Report on Form 10-K for the fiscal year ended January 31, 1989 and dated April 21, 1989.
10.68 Form of credit agreement entered into with certain banks. Incorporated by reference from Exhibit 10.68 to Registrant's Report on Form 10-Q for the fiscal quarter ended July 31, 1989 and dated September 13, 1989.
10.69 Form of credit agreement entered into with certain banks. Incorporated by reference from Exhibit 10.69 to Registrant's Report on Form 10-Q for the fiscal quarter ended October 31, 1989 and dated December 14, 1989.
10.82 Form of Amendment to Credit Agreement made as of April 1, 1990 with certain banks. The following banks have entered into an Amendment to Credit Agreement No. 2: BBL Bank Brussels Lambert, New York Branch; CIBC, Inc.; Credit Suisse; The Fuji Bank, Limited, Fuji Bank (Schweiz) AG, and The Fuji Bank and Trust Company; Irving Trust Company; United Jersey Bank. Incorporated by reference from Exhibit 10.82 to Registrant's Report on Form 10-Q for the fiscal quarter ending April 30, 1990 and dated June 13, 1990.
10.89 Subscription Agreement in respect of Registrant's 6-3/8% Convertible Subordinated Debentures due 2001, dated March 8, 1991 among Lehman Brothers International Limited, Credit Suisse First Boston Limited, Goldman Sachs International Limited, Merrill Lynch International Limited, The Nikko Securities Co., (Europe) Ltd., Paribas Limited, Robertson, Stephens & Company, UBS Phillips & Drew Securities Limited. Incorporated by reference from Exhibit 10.89 to Registrant's Report on Form 10-K for the fiscal year ended January 31, 1991.
- PAGE 24 - Exhibit Description
10.99 Form of Amendment to Credit Agreement made as of January 31, 1992 with certain banks. The following banks have entered into an Amendment to Credit Agreement No. 3: BBL Bank Brussels Lambert, New York Branch; Credit Suisse; The Fuji Bank, Limited, Fuji Bank (Schweiz) AG and The Fuji Bank and Trust Company; Bank of New York; United Jersey Bank. Incorporated by reference from Exhibit 10.99 to Registrant's Report on Form 10-K for the fiscal year ended January 31, 1992 and dated April 10, 1992.
10.101 Form of Note Purchase Agreement, including the form of 7.52% Senior Notes due 2003 issued thereunder at par by Registrant on January 31, 1993 for an aggregate principal amount of $51,500,000. Incorporated by reference from Exhibit 10.101 filed with Registrant's Report on Form 10-K for the fiscal year ended January 31, 1993 and dated April 12, 1993.
10.102 Master Agreement (interest rate transfers "Swap Transactions") dated January 26, 1993 between Lehman Brothers Special Financing Inc. and Registrant, and confirmation of Swap Transaction dated February 1, 1993 for notional amount $50 million. Incorporated by reference from Exhibit 10.102 filed with Registrant's Report on Form 10-K for the fiscal year ended January 31, 1993 and dated April 12, 1993.
10.110 Inventory Purchase Agreement by and between Tiffany, Tiffany-Japan (Delaware) Inc., and Mitsukoshi dated June 25, 1992. Incorporated by reference from Exhibit 10.110 filed with Registrant's Report on Form 10-K for the fiscal year ended January 31, 1993 and dated April 12, 1993.
10.111 Agreement made June 12, 1993 by and between Tiffany-Japan (Delaware) Inc., Tiffany and Mitsukoshi Limited. Incorporated by reference from Exhibit 10.111 filed with Registrant's Report on Form 8-K dated June 12, 1993.
10.112 Amendment No.1 To Distribution Agreement (Oahu, Hawaii) made with respect to Distribution Agreement made the 28th day of November 1988 by and between Tiffany and Mitsukoshi (U.S.A.), Inc. (see Exhibit 10.64 above) entered into as of December 13, 1993 and Amendment No. 1 to License Agreement (Oahu, Hawaii) made with respect to the License made the 28th day of November 1988 by and between Tiffany and Mitsukoshi (U.S.A.), Inc. (see Exhibit 10.64 above) entered into as of December 13, 1993.
11.1 Statement re Computation of Per Share Earnings.
- - - PAGE 25 - Exhibit Description
13.1 Annual Report to Stockholders for Fiscal Year Ended January 31, 1994 (pages 10 through 27 of such Annual Report have been filed in electronic format).
21.1 Subsidiaries of Registrant.
23.1 Consent of Coopers & Lybrand, independent accountants.
28.1 Form of Agreement in Respect of Tiffany & Co. Shares dated September 21, 1989 between Registrant and Mitsukoshi Limited. Incorporated by reference from Exhibit 28.1 to Registrant's Report on Form 8-K dated September 21, 1989.
Executive Compensation Plans and Arrangements
Exhibit Description
10.2 Registrant's 1985 Stock Option Plan and forms of incentive stock option agreement and stock option agreement, as last amended on January 18, 1990. Incorporated by reference from Exhibit 10.3 to Registrant's Report on Form 10-K for the fiscal year ended January 31, 1990 and dated April 13, 1990.
10.3 Registrant's 1986 Stock Option Plan and form of stock option agreement, as last amended on March 19, 1992. Incorporated by reference from Exhibit 10.3 to Registrant's Report on Form 10-Q for the fiscal quarter ended April 30, 1992 and dated June 11, 1992.
10.25 Deferred Compensation Agreement between William R. Chaney and Tiffany and Company dated December 31, 1989. Incorporated by reference from Exhibit 10.25 to Registrant's Report on Form 10-K for the fiscal year ended January 31, 1990 and dated April 13, 1990.
10.49 Form of Indemnity Agreement, approved by Board of Directors of March 19, 1987. Incorporated by reference from Exhibit 10.49 to the Registration Statement.
10.60 Registrant's 1988 Director Stock Option Plan and form of Stock Option agreement. Incorporated by reference from Exhibit 10.60 to Registrant's Report on Form 10-K for the fiscal year ended January 31, 1988 and dated April 18, 1988.
10.113 Tiffany and Company Pension Plan, as last amended February 16, 1994.
- PAGE 26 - Exhibit Description
10.114 1994 Tiffany and Company Supplemental Retirement Income Plan.
10.105 Group Long Term Disability Insurance Policy issued by The Mutual Benefit Life Insurance Company. Policy Number: G53,152. Incorporated by reference from Exhibit 10.105 filed with Registrant's Report on Form 10-K for the fiscal year ended January 31, 1993 and dated April 12, 1993.
10.106 Tiffany and Company Executive Deferral Plan. Incorporated by reference from Exhibit 10.106 filed with Registrant's Report on Form 10-K for the fiscal year ended January 31, 1993 and dated April 12, 1993.
10.115 1994 Form of Split Dollar Life Insurance Agreement entered into by Tiffany and Company and Executive Officers including form of Assignment of Life Insurance Policy as Collateral.
10.108 Tiffany & Co. Retirement Plan for Non-Employee Directors. Incorporated by reference from Exhibit 10.108 filed with Registrant's Report on Form 10-K for the fiscal year ended January 31, 1993 and dated April 12, 1993.
10.109 Summary of informal incentive cash bonus plan for managerial employees. Incorporated by reference from Exhibit 10.109 filed with Registrant's Report on Form 10-K for the fiscal year ended January 31, 1993 and dated April 12, 1993.
REGISTRANT WILL FURNISH COPIES OF ANY OF THE FOREGOING EXHIBITS TO ANY REGISTERED HOLDER OF THE REGISTRANT'S COMMON STOCK UPON PAYMENT OF A FEE OF $.15 PER PAGE FURNISHED, WHICH FEE REPRESENTS REGISTRANT'S EXPENSES IN FURNISHING SUCH EXHIBIT.
(b) Reports on Form 8-K.
On December 28, 1993, Registrant filed a Report on Form 8-K reporting that Registrant had announced its preliminary, unaudited sales figures for the period November 1 to December 25, 1993. The text of Registrant's announcement was included in the Report.
- - - PAGE 27 - 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.
TIFFANY & CO. (Registrant)
Date: April 7, 1994 By: /s/ William R. Chaney ------------------------------ William R. Chaney Chairman of the Board and President
- PAGE 28 - Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Date: April 7, 1994 By: /s/ William R. Chaney ------------------------------ William R. Chaney Chairman of the Board and President (principal executive officer) (director)
Date: April 7, 1994 By: /s/ James N. Fernandez ------------------------------ James N. Fernandez Senior Vice President-Finance (principal financial officer)
Date: April 7, 1994 By: /s/ Larry M. Segall ------------------------------ Larry M. Segall Vice President (principal accounting officer)
Date: April 7, 1994 By: /s/ Jane A. Dudley ------------------------------ Jane A. Dudley Director
Date: April 7, 1994 By: /s/ Samuel L. Hayes, III ------------------------------ Samuel L. Hayes, III Director
Date: April 7, 1994 By: /s/ Charles K. Marquis ------------------------------ Charles K. Marquis Director
Date: April 7, 1994 By: /s/ Yoshiaki Sakakura ------------------------------ Yoshiaki Sakakura Director
Date: April 7, 1994 By: /s/ William A. Shutzer ------------------------------ William A. Shutzer Director
Date: April 7, 1994 By: /s/ Geraldine Stutz ------------------------------ Geraldine Stutz Director
- - - PAGE 29 - (LETTERHEAD)
REPORT OF INDEPENDENT ACCOUNTANTS
----
The Shareholders and Board of Directors of Tiffany & Co.:
Our report on the consolidated financial statements of Tiffany & Co. and Subsidiaries has been incorporated by reference in this Form 10-K from Page 27 of the 1993 Annual Report to Shareholders of Tiffany & Co. and Subsidiaries. In connection with our audits of such financial statements, we have also audited the related financial statement schedules listed in Item 14(a) of this Form 10-K.
In our opinion, the financial statement schedules referred to above, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly, in all material respects, the information required to be included therein.
/s/ Coopers & Lybrand
New York, New York March 7, 1994 TIFFANY & CO. AND SUBSIDIARIES
SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
___________________
(a) Reclassified to the product return reserve in connection with the Company's realignment of its business in Japan. (b) Uncollectible accounts written off. (c) Liquidation of inventory previously written down to market. (d) Physical inventory losses. TIFFANY & CO. AND SUBSIDIARIES
SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
___________________
(a) Uncollectible accounts written off. (b) Liquidation of inventory previously written down to market. (c) Physical inventory losses. TIFFANY & CO. AND SUBSIDIARIES
SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
___________________
(a) Uncollectible accounts written off. (b) Liquidation of inventory previously written down to market. (c) Physical inventory losses.
TIFFANY & CO. AND SUBSIDIARIES
SCHEDULE IX - SHORT-TERM BORROWINGS
____________________
(a) Average amount outstanding during the period is computed based on the daily outstanding balance for the year. (b) Average interest rate during the period is computed by dividing the annualized interest on short-term borrowings by the average short-term debt outstanding.
TIFFANY & CO. AND SUBSIDIARIES
SCHEDULE X - SUPPLEMENTARY INCOME STATEMENT INFORMATION
EXHIBIT INDEX SEE PAGES 23 THROUGH 27 FOR A COMPLETE LIST OF EXHIBITS FILED, INCLUDING EXHIBITS INCORPORATED BY REFERENCE FROM PREVIOUSLY FILED DOCUMENTS.
NOTE: ALL OTHER EXHIBITS HAVE BEEN INCORPORATED BY REFERENCE FROM EXHIBITS TO DOCUMENTS PREVIOUSLY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. REFER TO THE LIST OF EXHIBITS ON PAGES 23 THROUGH 27 FOR REGISTRATION, FILE AND EXHIBIT NUMBERS.