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Manually Signed Original
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One):
/x/ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 [FEE REQUIRED].
For the fiscal year ended January 31, 1994.
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [NO FEE REQUIRED].
Commission file number 1-9494
A. Full title of the plan and the address of the plan, if different
from that of the issuer named below:
Tiffany & Co. Employee Stock Ownership Plan
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
Tiffany & Co.
727 Fifth Avenue
New York, NY 10022
(212) 755-8000
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TIFFANY & CO.
EMPLOYEE STOCK OWNERSHIP PLAN
C O N T E N T S
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Page
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REPORT OF INDEPENDENT ACCOUNTANTS 3
FINANCIAL STATEMENTS:
Statements of Assets, Liabilities and
Participants' Equity at January 31, 1994
and 1993 4
Statements of Changes in Participants'
Equity for the years ended January 31, 1994
and 1993 5
Notes to Financial Statements 6-9
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REPORT OF INDEPENDENT ACCOUNTANTS
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To the Plan Administrator of
the Tiffany & Co. Employee
Stock Ownership Plan:
We have audited the accompanying statements of assets, liabilities and
participants' equity of the Tiffany & Co. Employee Stock Ownership Plan as of
January 31, 1994 and 1993, and the related statements of changes in
participants' equity for the years ended January 31, 1994 and 1993. These
financial statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the assets, liabilities and participants' equity as of
January 31, 1994 and 1993, and the statements of changes in participants'
equity for the years ended January 31, 1994 and 1993 in conformity with
generally accepted accounting principles.
As discussed in Note 6 to the financial statements, the Plan changed its method
of reporting benefits payable to plan participants during fiscal 1992.
COOPERS & LYBRAND
Parsippany, New Jersey
June 3, 1994
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TIFFANY & CO.
EMPLOYEE STOCK OWNERSHIP PLAN
STATEMENTS OF ASSETS, LIABILITIES AND
PARTICIPANTS' EQUITY
AT JANUARY 31, 1994 AND 1993
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ASSETS: 1994 1993
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Investment in common stock of
Tiffany & Co.; 1994, 26,547 shares,
1993, 29,340 shares; (per unit
value $29.25 and $32.38 for 1994
and 1993 respectively; cost $956,492
and $1,057,125 for 1994 and 1993,
respectively), at market value $776,500 $ 949,883
Cash and cash equivalents 20,049 17,667
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Participants' equity $796,549 $ 967,550
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See notes to financial statements
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TIFFANY & CO.
EMPLOYEE STOCK OWNERSHIP PLAN
STATEMENTS OF CHANGES IN PARTICIPANTS' EQUITY
FOR THE YEARS ENDED JANUARY 31, 1994 AND 1993
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ADDITIONS: 1994 1993
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Interest and dividend income $ 8,316 $ 9,167
Net depreciation
of investments (73,058) (320,463)
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Net investment income (64,742) (311,296)
DEDUCTIONS:
Distributions to participants 106,259 137,104
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Net deductions (171,001) (448,400)
Participants' equity, beginning of year 967,550 1,415,950
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Participants' equity, end of year $ 796,549 $ 967,550
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See notes to financial statements
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TIFFANY & CO.
EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
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1. Organization
The Tiffany & Co. Employee Stock Ownership Plan (the "Plan") was
established as a defined contribution plan on February 1, 1988 for
eligible employees of Tiffany & Co. (the "Company"). The Plan is
non-contributory on the part of the Company's employees and is
administered by the plan administrator appointed by the Board of
Directors of the Company. All administrative expenses incurred in
connection with the Plan are paid by the Company. The Plan is funded
by Company contributions to be invested exclusively in shares of
Tiffany & Co. common stock. The assets of the Plan are maintained and
transactions therein are executed by the trustee, Chemical Bank.
2. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying financial statements have been presented on an
accrual basis and present the Statements of Assets, Liabilities and
Participants' Equity at fair value.
Net Appreciation/(Depreciation) in Fair Value of Investments
The Plan presents in the Statement of Changes in Participants' Equity
the net appreciation/(depreciation) in the fair value of its
investments, which consists of the realized gains or losses and the
unrealized appreciation/(depreciation) on those investments.
3. Contributions and Benefits
A. Contributions
The Company's contributions to the Plan, if any, are based
upon the achievement of targeted earnings objectives as
determined by the Board of Directors. Such determination
shall be made in accordance with and subject to the terms and
limitations of the Tiffany & Co. Employee Stock Ownership Plan
adopted on February 1, 1988. There were no contributions made
for the years ended January 31, 1994 and 1993, respectively.
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3. Contributions and Benefits, (Continued)
B. Participation
Each employee of the Company who was hired on or before
February 1, 1988, and who was an employee on such date became
a participant in the Plan. Other employees shall become
participants in the Plan on the first day of February
following the initial date of employment. Persons who are
designated executive officers of the Company are not eligible
to participate in the Plan's ESOP feature.
C. Benefit Allocation
A separate account is maintained on behalf of each
participant. The Company's contributions for each Plan year
are allocated to the accounts of eligible participants on a
per capita basis. The Board of Directors of the Company
authorized a contribution allocable on a per capita basis to
participants who were employees on February 1, 1988 and
employed prior to such date.
An individual is eligible to share in the Company's
contribution for a Plan year, if the individual is a
participant and an employee for the entire Plan year and has
worked 1,000 hours or more during that Plan year.
D. Vesting
Each participant is fully vested in the shares or other assets
allocated to the participant's account after two or more years
of service. In the event a participant leaves the Company
prior to being fully vested, the participant will forfeit the
shares and the shares will remain in the Plan to be
reallocated amongst the remaining participants.
E. Termination
Participants who retire or terminate employment receive the
full vested balance of the participant's account in a lump sum
distribution of shares in Tiffany & Co. common stock with cash
being distributed in lieu of fractional shares. In the event
of retirement, a participant may elect to defer distribution
until the next Plan year thereby entitling the participant to
their proportionate share of the Company's contribution for
the Plan year in which the participant retired. In the event
of a participant's death, the distribution of the
participant's account will be made to the participant's
designated beneficiary or the participant's estate, if no
beneficiary has been designated.
4. Tax Status
A favorable determination letter has been received from the Internal
Revenue Service ruling that the Plan constitutes a qualified Plan
under
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4. Tax Status (Continued)
Section 401(a) of the Internal Revenue Code and, accordingly, the Plan
is exempt from Federal income taxes. The Plan has been amended
subsequent to January 31, 1994 (see Note 8), and management of the
Company believes the Amended Plan will constitute a qualified plan
under Section 401(k) of the Internal Revenue Code and will be exempt
from Federal income taxes. The Company plans to file for a revised
determination letter in fiscal 1994.
5. Plan Termination Provisions
The Board of Directors of the Company may terminate the Plan at any
time at its discretion. However, the Board of Directors of the
Company currently intends to continue the Plan in effect.
6. Change in Accounting Method
Effective January 31, 1992, the Plan changed its method of accounting
for benefits payable to persons who have elected to withdraw from the
Plan but have not yet been paid. In conformity with generally
accepted accounting principles, these amounts are no longer included
in the financial statements. No assets were allocated to such
individuals at January 31, 1994, while $2,720 was allocated at January
31, 1993.
The withdrawing participants allocated Plan assets will be reflected
as a liability of the Plan to such individuals on the Plan's Form
5500 filing with the Department of Labor.
7. Subsequent Event
On May 19, 1994, the Tiffany & Co. Employee Stock Ownership Plan was
amended to include a cash or deferred savings arrangement under
Section 401(k) of the Internal Revenue Code (the "Code") of 1986, as
amended. The Plan was amended and renamed the "Tiffany & Co. Employee
Profit Sharing and Retirement Savings Plan" (the "Amended Plan"). The
Amended Plan shall become effective August 1, 1994.
A participant's eligibility for the 401(k) benefits under the Amended
Plan shall be determined by the period of service. Service shall be
based upon hours of employment, which must exceed 1,000 hours during
the plan year, and years of service. A year of service shall be
determined by reference to the date on which the participant's
employment commenced or re- commenced and shall consist of
twelve-month periods commencing with such date. Participants in the
old Plan are fully eligible to participate in the Amended Plan.
Under the Amended Plan, participants will have the option of electing
to have an amount between one (1) and fifteen (15) percent of their
annual compensation contributed, not to exceed $9,240 in 1994 subject
to an annual inflation adjustment, as a tax deferred contribution. In
addition, under Section 401(k) of the Code, highly compensated
employees are limited in the amount of tax deferred contributions they
may make. All amounts
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7. Subsequent Event (Continued)
contributed by employees will be 100% vested and nonforfeitable at all
times.
A participant may request a withdrawal, in cash, of all or a portion
of the value of his tax deferred contributions (excluding all earnings
thereon) and his rollover contributions, if any, on the basis of
hardship.
Employee contributions may be invested, based on the employee's
election, in the following funds: Tiffany & Co. Common Stock Fund,
Balanced Blend Fund, Common Stock Fund, GIC (Guaranteed Investment
Contracts) Fund and Special Capital Fund. The valuation date for
these investments will be the first day of each month.
With the approval of the Committee, participants may take loans
against their 401(k) account, up to fifty (50) percent of the
participant's account balance up to a maximum of $50,000.
Amended Plan participants will automatically continue as participants
in the ESOP feature of the Amended Plan. Newly hired employees will
automatically become a participant in the ESOP feature of the Amended
Plan on the February 1st immediately following the employee's date of
hire.
The Company may terminate the Amended Plan at any time. In the event
of the dissolution, merger, consolidation or reorganization of the
Company, the Amended Plan shall terminate and the Plan's assets shall
be liquidated unless the Amended Plan is continued by a successor to
the Company.
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SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act
of 1934, the trustees (or other persons who administer the employee benefit
plan) have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
Tiffany & Co. Employee Stock Ownership Plan
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(Name of Plan)
Date: July 28, 1994 /s/ Stephen M. Salyk
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Stephen M. Salyk
Member of Plan Administrative Committee
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