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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
TIFFANY & CO.
(Name of Issuer)
Common Stock, par value $0.01
(Title of Class of Securities)
886 547 108
(CUSIP Number)
Kazunari Nagamatsu
c/o Mitsukoshi (U.S.A.) Inc.
12 East 49th Street
New York, New York 10017
(212) 753-5580
(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)
January 7, 1999
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g) check the following box
[ ].
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CUSIP NO. 886 547 108
1) Names of Reporting Person. Mitsukoshi Ltd.
Identification No. of
Above Person (entities only)
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2) Check the Appropriate Box (a)
if a Member of a Group (b)
(See Instructions)
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3) SEC Use Only
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4) Source of Funds (See
Instructions) WC
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5) Check if Disclosure of Legal
Proceedings is Required Pur-
suant to Items 2(d) or 2(e)
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6) Citizenship or Place of Japan
Organization
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Number of (7) Sole Voting Power 4,270,000 shares
Shares Bene- -----------------------------------------------------
ficially (8) Shared Voting
Owned by Power 0 shares
Each Report- -----------------------------------------------------
ing Person (9) Sole Dispositive
With Power 4,270,000 shares
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(10) Shared Dispositive
Power 0 shares
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11) Aggregate Amount Beneficially
Owned by Each Reporting Person 4,270,000 shares
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12) Check if the Aggregate Amount
in Row (11) Excludes Certain
Shares (See Instructions)
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13) Percent of Class Represented
by Amount in Row (11) 12.3%(1)
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14) Type of Reporting Person (See
Instructions) CO
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(1) Based on 34,606,329 shares of Common Stock outstanding, as reported in
the Issuer's Registration Statement on Form S-3 filed with the SEC on
January 7, 1999.
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Schedule 13D of Mitsukoshi Ltd. filed with the Securities and
Exchange Commission on October 3, 1989, as amended by Amendment No. 1 filed on
November 17, 1989 and Amendment No. 2 filed on January 3, 1990, is hereby
further amended(1) as follows:
Item 1. Security and Issuer.
This statement relates to the Common Stock, $0.01 par value
(hereafter "Common Stock"), of Tiffany & Co., which has its principal executive
offices at 727 Fifth Avenue, New York, New York 10022 (hereafter referred to as
the "Issuer").
Item 2. Identity and Background
(a) The following is information with respect to the identity
and background of the person filing this statement:
(i) The name of the reporting person is Mitsukoshi
Ltd., a corporation organized under the laws of
Japan (the "Company").
(ii) The Company's principal business and office are
located at 4-1 Nihombashi Muromachi 1-chome,
Chuo-ku, Tokyo, 103, Japan.
(iii) The Company, which traces its origin back to 1673,
was incorporated in 1904 and ranks as one of the
largest retailing companies in Japan. The
Company's principal business is operating a chain
of department stores in Tokyo and other major
cities.
(iv) The Company has not been convicted in a criminal
proceeding (excluding minor violations and similar
misdemeanors) in the past five years; nor has it
been a party to a civil proceeding with respect to
activities subject to federal and state securities
laws in the past five years.
(b) The executive officers and directors of the Company are as
follows:
Executive Officers
Kazuo Inoue -- President
Kentaro Matsumoto -- Senior Managing Director
Taneo Nakamura -- Managing Director
Keizo Fujimoto -- Managing Director
Shoji Hiraide -- Managing Director
Kaoru Kasama -- Managing Director
Directors
Keiichiro Iwase Motoaki Kire
Eiji Watanabe Mitsuo Kanazawa
Masahiro Yamada Toshio Taniguchi
Minoru Yamaguchi Shigeki Uebayashi
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1 This amendment is the first electronic amendment to the Schedule 13D,
as amended, and is being restated in its entirety as required by Rule
101(a)(2)(ii) of Regulation S-T and Rule 13d-2(e) of the general rules
and regulations under the Securities Exchange Act of 1934, as amended.
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Nobuo Takami Yasushi Nishimoto
Hideyuki Ohira Keiji Miyamoto
Takeo Nemoto Kenichi Kamiya
The business address of each person listed above other than
Mr. Kamiya is c/o Mitsukoshi Ltd., 4-1 Nihombashi Muromachi, 1-chome, Chuo-ku,
Tokyo, 103, Japan. As each of such persons is employed by the Company, reference
is made to Item 2(a) of this statement with respect to the principal business of
the Company.
Mr. Kamiya is the former Chairman of Sakura Bank, a Japanese
bank whose business address is 1-3-1 Kudan-Minami, Chiyoda-ku, Tokyo 100-91,
Japan.
All of the foregoing individuals are Japanese citizens; they
have not been convicted in a criminal proceeding (excluding minor traffic
violations and similar misdemeanors) in the past five years; nor has any of them
been a party to a civil proceeding with respect to activities subject to federal
and state securities laws in the past five years.
Item 3. Source and Amount of Funds or Other Consideration.
The Company purchased Three Million (3,000,000)(2) shares of
Common Stock pursuant to the Stock Purchase Agreement dated September 21, 1989
(the "GECC Stock Purchase Agreement") between the Company and General Electric
Capital Corporation for approximately $92,875,000. The purchase price for such
shares was paid out of the Company's working capital.
Prior to entering into the GECC Stock Purchase Agreement, the
Company purchased 1,110,000 shares of Common Stock on the open market in
broker's transactions from May 13, 1987 to February 20, 1989 for an aggregate
purchase price of $9,768,750, all of which was paid out of the Company's working
capital.
On December 15, 1989, the Company purchased 160,000 shares of
Common Stock from Elsa Peretti pursuant to a Stock Purchase Agreement dated
December 7, 1989 (the "Peretti Stock Purchase Agreement"), in a private
transaction in Switzerland for an aggregate purchase price of $4,108,000. The
purchase price for such shares was paid out of the Company's working capital.
Item 4. Purpose of Transaction.
The shares of Common Stock purchased by the Company were
acquired for corporate investment by the Company.
The Agreement dated September 21, 1989 between the Company and
the Issuer (the "Standstill Agreement") provides that without the approval of
the Issuer's Board of Directors, for a period of five (5) years from the date of
the Standstill Agreement, or, if earlier, until such time as a "change of
control" (as defined in the Standstill Agreement) of the Issuer occurs, neither
the Company nor its affiliates will (i) purchase additional shares of the
Issuer's Common Stock that would, combined with its present holdings, aggregate
20.0% or more of the outstanding voting shares of the Issuer; (ii) acquire any
assets of the Issuer or any subsidiary of the Issuer; (iii) enter into any
acquisition or other business combination relating to the Issuer or to any
subsidiary of the Issuer; (iv) make, or in any way participate
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2 Numbers of shares have been adjusted to reflect a three-for-two stock
split effective July 14, 1989 and a two-for-one stock split effective
July 23, 1996.
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in, any solicitation of proxies with respect to the voting securities of the
Issuer; (v) otherwise act alone or in concert with others to seek to control
management or the Board of Directors of the Issuer or of any subsidiary of the
Issuer; (vi) directly or indirectly participate in or encourage the formation of
a "13D group"; or (vii) advise, assist or encourage any other person in
connection with any of the foregoing. The Standstill Agreement also provides
that the Company will not sell any of the Shares without giving the Issuer a
right of first refusal and that the Issuer, upon the Company's request, will
prepare and file with the Securities and Exchange Commission a registration
statement with respect to the Shares.
The provisions of the Stock Purchase Agreement and the
Standstill Agreement are set forth in full in those documents which were
previously filed as Exhibits A and B to this Schedule, and which are
incorporated herein in their entirety by this reference in answer to this Item.
The description of the terms and provisions of these documents is a summary
only, and is qualified in its entirety by reference to such documents.
Mr. Yoshiaki Sakakura, formerly Chairman and Chief Executive
Officer of the Company, has served as a director of the Issuer since November
1989.
On January 7, 1999 the Company announced that it intends to
offer 3,880,000 shares of Common Stock, subject to market conditions and other
factors, pursuant to an underwriter registered public offering (the
"Offering"). The underwriters in connection with the Offering will have the
option to purchase the remaining 390,000 shares of Common Stock owned by the
Company to cover over-allotments. The Issuer has filed a Registration Statement
on Form S-3 with respect to the Shares to be sold in the Offering, as
contemplated by the Standstill Agreement. The Company and the Issuer have
entered into a Letter Agreement dated as of January 6, 1999 providing for the
termination of the Standstill Agreement upon consummation of the Offering. The
Company is not obligated to consummate the Offering.
Other than as indicated above, the Company has no current
plans or proposals which relate to or would result in any of the following
(although the Company reserves the right to develop such plans or proposals):
(i) an extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Issuer or any of its subsidiaries; (ii) a sale or
transfer of a material amount of assets of the Issuer or any of its
subsidiaries; (iii) any change in the present Board of Directors or management
of the Issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the Issuer's Board of Directors;
(iv) any material change in the present capitalization or dividend policy of the
Issuer; (v) any other material change in the Issuer's business or corporate
structure; (vi) any change in the Issuer's charter or by-laws or other actions
which may impede the acquisition of control of the Issuer by any person; (vii)
causing a class of securities of the Issuer to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities association; (viii) a class
of equity securities of the Issuer becoming eligible for termination of
registration as a publicly traded security pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934, as amended; or (ix) any action similar to any
of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) As of the date hereof, the Company owns beneficially
4,270,000 shares of the Common Stock, constituting 12.3% of the shares
outstanding. Upon the completion of the Offering, if the underwriters'
over-allotment option is exercised in full, it is not contemplated that the
Company will own any shares of Common Stock. The percentages used herein are
calculated based upon 34,606,329 shares of Common Stock stated to be issued and
outstanding at October 31, 1998 as reflected in the Issuer's Registration
Statement on Form S-3, filed with the SEC on January 7, 1999.
(b) The Company has the power to vote and to dispose of the
shares of the Common Stock owned by it.
(c) There were no transactions in the shares of the Common
Stock of the Issuer effected by the Company during the past sixty days.
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(d) No person other than the Company is known to have the
right to receive or the power to direct the receipt of dividends from or the
proceeds of such shares of Common Stock owned by the Company.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Except as described in this Schedule 13D, as amended, there
are no contracts, arrangements, understandings or relationships (legal or
otherwise) between the Company and any other person with respect to any
securities of the Issuer, including but not limited to transfer or voting of any
other securities, finder's fees, joint ventures, loan or option arrangements,
puts or calls, guarantees of profits, division of profits or loans, or the
giving or withholding of proxies.
Item 7. Material to Be Filed as Exhibits.
1. Stock Purchase Agreement (previously filed as Exhibit
A to the Company's Schedule 13D filed on October 3,
1989).
2. Standstill Agreement (previously filed as Exhibit B
to the Company's Schedule 13D filed on October 3,
1989).
3. Letter Agreement dated as of January 6, 1999 between
the Company and the Issuer (filed herewith).
4. Form of U.S. Purchase Agreement between the Company
and the several underwriters referred to therein
(incorporated by reference to Exhibit 1.1 to
Registration Statement on Form S-3 of the Issuer,
File No. 333-70193).
5. Form of International Purchase Agreement between the
Company and the several underwriters referred to
therein (incorporated by reference to Exhibit 1.2 to
Registration Statement on Form S-3 of the Issuer,
File No. 333-70193).
6. Power of Attorney, dated January 7, 1999 (filed
herewith).
SIGNATURE
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned certifies that the information set forth
in this statement is true, complete and correct.
MITSUKOSHI LTD
By /s/ Kazunari Nagamatsu
-----------------------------------
Name: Kazunari Nagamatsu
Title: Attorney-in-fact
Dated: January 19, 1999
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MITSUKOSHI, LTD. EXHIBIT 3
January 6, 1999
Tiffany & Co.
727 Fifth Avenue
New York, New York 10022
Re: Agreement dated as of September 21, 1989
between Tiffany & Co. and Mitsukoshi, Ltd.
Gentlemen:
Mitsukoshi, Ltd. ("Seller") has previously advised you that it
intends to sell up to 4,270,000 shares (the "Shares") of common stock, par value
$.01 per share, of Tiffany & Co. (the "Company") pursuant to an underwritten
registered secondary public offering (the "Offering"), subject to market
conditions. The Company has agreed to file a registration statement under the
Securities Act of 1933, as amended (the "Securities Act"), covering the Shares
and to use its best efforts to cause the same to become effective and to remain
effective for the period of time contemplated by the Agreement referred to above
(the "Standstill Agreement"), or such lesser period as is required for Seller to
dispose of all of the Shares pursuant thereto. Nothing herein shall be construed
to require Seller to consummate the Offering if Seller determines that the
proceeds thereof would not be adequate for its purposes or that it is otherwise
inadvisable to proceed with the Offering.
In connection with the Offering, the Company intends to enter
into U.S. and international underwriting agreements ("Underwriting Agreements")
substantially in the form previously circulated between the parties.
Provided the Offering (other than the over-allotment options
of the underwriters under the Underwriting Agreements) is consummated, the
Company hereby agrees to waive its various rights of first offer and/or first
refusal as set forth in the Standstill Agreement with respect to the Shares, and
Seller shall not be required to offer such Shares to the Company before
proceeding with the Offering.
Subject to the foregoing, the provisions of the Standstill
Agreement shall remain in full force and effect; provided, that at such time as
the Offering (other than the over-allotment options of the underwriters under
the Underwriting Agreements) has been consummated and the initial closings under
the Underwriting Agreements have occurred, the Standstill Agreement shall
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Tiffany & Co.
January 6, 1999
terminate, whereupon neither Seller nor the Company shall have any remaining
rights, obligations or restrictions thereunder.
Please confirm your agreement to the foregoing in the space
indicated below. This Agreement may be executed in multiple counterparts, each
of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
Very truly yours,
MITSUKOSHI, LTD.
By: /s/ K. Fujimoto
--------------------------
Name: Keizo Fujimoto
Title: Managing Director
CONFIRMED AND AGREED:
TIFFANY & CO.
By: /s/ Patrick B. Dorsey
------------------------------------
Name: Patrick B. Dorsey
Title: Senior Vice President,
Secretary and General Counsel
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POWER OF ATTORNEY EXHIBIT 6
KNOW ALL MEN BY THESE PRESENTS, that MITSUKOSHI, LTD. (the
"Company"), a Japanese corporation whose principal office is located at 4-1
Muromachi Nihombashi 1-chome, Chuo-ku, Tokyo, Japan, hereby constitutes,
designates and appoints HIKARU YASUHO, General Manager-Finance Department of the
Company, and KAZUNARI NAGAMATSU and YUTAKA TETSUYAMA, the President and Senior
Vice President, respectively, of Mitsukoshi (U.S.A.), Inc., severally, the true
and lawful agents and attorneys-in-fact of the Company (each, an
"Attorney-in-Fact" and, collectively, the "Attorneys-in-Fact"), each with full
power and authority to act hereunder, individually or collectively, in the name
of and for and on behalf of the Company, as fully as could the Company if
present and acting in person, with respect certain matters in connection with
the registration and sale of the shares (the "Shares") of common stock, par
value $.01 per share, of Tiffany & Co. ("Tiffany") owned by the Company pursuant
to a registered public offering (the "Offering"), as follows:
1. To complete, execute and file any and all
documents, forms, schedules, reports, informational
disclosures or otherwise with the Securities and Exchange
Commission as may be required or deemed to be desirable by the
Attorneys-in-Fact or any of them under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), in connection
with the Offering, including, without limitation, an Amendment
to the Schedule 13D previously filed by the Company and an
appropriate notice or notices of disposition under Section
16(a) of the Exchange Act reflecting the transactions
contemplated hereby; and
2. To take or cause to be taken any and all further
actions, and execute and deliver, or cause to be executed and
delivered, any and all such instruments, documents and stock
powers, in such form as the Attorneys-in-Fact or any of them
may, in their sole discretion, approve (such approval to be
evidenced by their signature thereof) as may be necessary or
deemed to be desirable by the Attorneys-in-Fact or any of them
to effectuate, implement and otherwise carry out the
transactions contemplated by this Power of Attorney or as may
be necessary or deemed to be desirable in connection with the
registration of the Shares pursuant to the Securities Act of
1933, as amended, or the sale of the Shares pursuant to the
Offering.
The Company hereby gives and grants unto said
Attorneys-in-Fact full power and authority to do and perform all and every act
and thing whatsoever requisite and necessary to be done in and about the
premises, as fully, to all intents and purposes as the Company might or could do
if personally present with full power of substitution and revocation, and hereby
ratifies and confirms all that its said Attorneys-in-Fact or any of them shall
lawfully do in the exercise of the power hereinabove granted.
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IN WITNESS WHEREOF, Mitsukoshi, Ltd. has caused this Power of
Attorney to be executed in its name and on its behalf by Keizo Fujimoto, its
Managing Director, he being thereunto duly authorized, on this 7th day of
January, 1999.
MITSUKOSHI LTD.
/s/ Keizo Fujimoto
-----------------------------------
Keizo Fujimoto
Managing Director
