<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________
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, 1995.
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 Profit Sharing and Retirement Savings 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
<PAGE> 2
TIFFANY & CO.
EMPLOYEE PROFIT SHARING AND RETIREMENT SAVINGS PLAN
Financial Statements
for the years ended
January 31, 1995 and 1994
<PAGE> 3
TIFFANY & CO.
EMPLOYEE PROFIT SHARING AND RETIREMENT SAVINGS PLAN
CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
REPORT OF INDEPENDENT ACCOUNTANTS 2
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Plan
Benefits as of January 31, 1995 and 1994 3
Statements of Changes in Net Assets Available
for Plan Benefits for the years ended
January 31, 1995 and 1994 4
Notes to Financial Statements 5-8
SUPPLEMENTAL SCHEDULES:
Item 27a - Schedule of Assets Held for
Investment Purposes as of January 31, 1995 9
Item 27d - Schedule of Reportable Transactions
for the year ended January 31, 1995 10
</TABLE>
<PAGE> 4
[LETTERHEAD OF COOPERS & LYBRAND]
REPORT OF INDEPENDENT ACCOUNTANTS
--------
To the Tiffany & Co. Employee Profit Sharing
and Retirement Savings Plan Committee:
We have audited the accompanying statements of net assets available for plan
benefits of the Tiffany & Co. Employee Profit Sharing and Retirement Savings
Plan (the "Plan") as of January 31, 1995 and 1994, and the related statements
of changes in net assets available for plan benefits for the years ended
January 31, 1995 and 1994. 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 net assets available for plan benefits as of January
31, 1995 and 1994, and the changes in net assets available for plan benefits
for the years ended January 31, 1995 and 1994 in conformity with generally
accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the
financial statements taken as a whole. The supplemental schedules of assets
held for investment purposes as of January 31, 1995, and transactions or series
of transactions in excess of five percent of the current value of Plan assets
for the year then ended, are presented for the purpose of additional analysis
and are not a required part of the basic financial statements, but are
supplementary information required by the Department of Labor's Rules and
Regulations of Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The supplemental schedules have been subjected to the
auditing procedures applied in the audits of the basic financial statements
and, in our opinion, are fairly stated in all material respects in relation to
the basic financial statements taken as a whole.
COOPERS & LYBRAND L.L.P.
Parsippany, New Jersey
July 20, 1995
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<PAGE> 5
TIFFANY & CO. EMPLOYEE PROFIT SHARING AND RETIREMENT SAVINGS PLAN
Statements of Net Assets Available for Plan Benefits as of January 31, 1995
and 1994
<TABLE>
<CAPTION>
January 31, 1995
------------------------------------------------------------------------------------
Non-Participant
Participant Directed Directed
------------------------------------------------------------------- ---------------
Guaranteed Employee
Balanced Common Special Investment Tiffany & Co. Stock
Blend Fund Stock Fund Capital Fund Contract Fund Stock Fund Ownership
<S> <C> <C> <C> <C> <C> <C>
Assets
Investments, at fair value:
Harris Trust and Savings Bank
common and collective trust funds $301,325 $337,021 $149,244 $211,649 $53,582 $ -
Tiffany & Co. Common Stock - - - - - 702,742
Cash and cash equivalents - - - - 2,323 25,166
-------- -------- -------- -------- ------- ----------
Total investments 301,325 337,021 149,244 211,649 55,905 727,908
-------- -------- -------- -------- ------- ----------
Receivables:
Employer's contribution - - - - - 599,986
Participant contributions 78,539 82,314 34,443 48,317 14,874 -
-------- -------- -------- -------- ------- ----------
Total receivables 78,539 82,314 34,443 48,317 14,874 599,986
-------- -------- -------- -------- ------- ----------
Net assets available for plan benefits $379,864 $419,335 $183,687 $259,966 $70,779 $1,327,894
======== ======== ======== ======== ======= ==========
<CAPTION>
January 31, 1995 January 31, 1994
---------------- ----------------
Non-Participant
Directed
----------------
Employee
Stock
Total Ownership
<S> <C> <C>
Assets
Investments, at fair value:
Harris Trust and Savings Bank
common and collective trust funds $1,052,821 $ -
Tiffany & Co. Common Stock 702,742 776,500
Cash and cash equivalents 27,489 20,049
---------- --------
Total investments 1,783,052 796,549
---------- --------
Receivables:
Employer's contribution 599,986 -
Participant contributions 258,487 -
---------- --------
Total receivables 858,473 -
---------- --------
Net assets available for plan benefits $2,641,525 $796,549
========== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
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<PAGE> 6
TIFFANY & CO. EMPLOYEE PROFIT SHARING AND RETIREMENT SAVINGS PLAN
Statements of Changes In Net Assets Available for Plan Benefits
<TABLE>
<CAPTION>
January 31, 1995
----------------------------------------------------------------------
Participant Directed
Harris Trust and Savings Bank Common and Collective Trust Funds
----------------------------------------------------------------------
Guaranteed
Balanced Common Special Investment Tiffany & Co.
Blend Fund Stock Fund Capital Fund Contract Fund Stock Fund
<S> <C> <C> <C> <C> <C>
Additions
Net (depreciation)/appreciation in fair value
of investments ($1,957) ($9,253) $ 1,332 $ - ($14,929)
Interest and dividend income 4,177 2,646 963 3,011 221
-------- -------- -------- -------- --------
2,220 (6,607) 2,295 3,011 (14,708)
Contributions
Employee 376,882 432,484 182,685 258,371 86,336
Employer - - - - -
Intra-fund transfers 3,568 (4,441) 310 563 -
-------- -------- -------- -------- --------
380,450 428,043 182,995 258,934 86,336
-------- -------- -------- -------- --------
Total additions 382,670 421,436 185,290 261,945 71,628
-------- -------- -------- -------- --------
Deductions
Distributions to participants 1,959 1,164 1,020 1,289 718
Administrative expenses 847 937 583 690 131
-------- -------- -------- -------- --------
Total deductions 2,806 2,101 1,603 1,979 849
-------- -------- -------- -------- --------
Increase/(decrease) in net assets available for
plan benefits 379,864 419,335 183,687 259,966 70,779
Net assets available for plan benefits, beginning of year - - - - -
-------- -------- -------- -------- --------
Net assets available for plan benefits, end of year $379,864 $419,335 $183,687 $259,966 $70,779
======== ======== ======== ======== ========
<CAPTION>
January 31, 1995 January 31, 1994
------------------------- ----------------
Non-Participant Non-Participant
Directed Directed
--------------- ----------------
Employee Employee
Stock Stock
Ownership Total Ownership
<S> <C> <C> <C>
Additions
Net (depreciation)/appreciation in fair value
of investments $ 31,309 $ 6,502 ($73,058)
Interest and dividend income 8,221 19,239 8,316
---------- ---------- --------
39,530 25,741 (64,742)
Contributions
Employee 1,336,758 -
Employer 599,986 599,986 -
Intra-fund transfers - -
---------- ---------- --------
599,986 1,936,744 -
---------- ---------- --------
Total additions 639,516 1,962,485 (64,742)
---------- ---------- --------
Deductions
Distributions to participants 107,047 113,197 106,259
Administrative expenses 1,124 4,312
---------- ---------- --------
Total deductions 108,171 117,509 106,259
---------- ---------- --------
Increase/(decrease) in net assets available for
plan benefits 531,345 1,844,976 (171,001)
Net assets available for plan benefits, beginning of year 796,549 796,549 967,550
---------- ---------- --------
Net assets available for plan benefits, end of year $1,327,894 $2,641,525 $796,549
========== ========== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
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<PAGE> 7
Tiffany & Co.
Employee Profit Sharing and Retirement Savings Plan
Notes to Financial Statements
--------
1. DESCRIPTION OF PLAN:
The following is a description of the Tiffany & Co. Employee Profit
Sharing and Retirement Savings Plan (the "Plan"). Participants should
refer to the Plan document for further information.
GENERAL:
The Plan is a defined contribution plan covering all eligible
employees of Tiffany & Co. (the "Company"). The Plan was established
on May 19, 1994 and became effective on August 1, 1994, amending and
restating the pre-existing Employee Stock Ownership Plan which became
effective February 1, 1988. In conjunction with the amendment of the
former Employee Stock Ownership Plan, the Company changed the trustee
to Harris Trust and Savings Bank (the "Trustee"). The Plan is
administered by the Employee Profit Sharing and Retirement Savings
Plan Committee ("Plan Committee") appointed by the Board of Directors
of the Company. The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974 ("ERISA").
ELIGIBILITY:
Employees become eligible to participate in the Plan after the
completion of one year of service, having attained 1,000 hours of
service during the Plan year. A year of service shall be determined
by reference to the date on which the participant's employment
commenced or recommenced and shall consist of twelve-month periods
commencing with such date. Participants in the former Employee Stock
Ownership Plan are fully eligible to participate in the Plan.
CONTRIBUTIONS:
Participants may elect to have an amount of between one (1) and
fifteen (15) percent of their annual compensation, not to exceed
$9,240 in 1994, subject to an annual inflation adjustment, contributed
to the Plan as a tax deferred contribution. In addition, under
Section 401(k) of the Internal Revenue Code, highly compensated
employees are limited in the amount of tax deferred contributions they
may make. Under the profit sharing feature of the Plan, the Company
will contribute its common stock to a trust for employees if the
Company meets its targeted earnings objectives as determined by the
Board of Directors.
Participants may elect to invest their contributions in any one or a
combination of the following common and collective trust funds managed
by the Trustee:
a) Balanced Blend Fund - Invests in a diversified selection of
individual investment funds, including common stock funds,
bond funds and other fixed income funds. The underlying
investments are traded on national securities exchanges.
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<PAGE> 8
b) Common Stock Fund - Invests in common or capital stocks of
large publicly traded U.S. companies and other types of equity
investments.
c) Special Capital Fund - Invests in common or capital stocks of
smaller publicly traded U.S. companies (i.e., the smallest 25%
of U.S. publicly traded companies) and other types of equity
investments.
d) Guaranteed Investment Contract Fund - Invests in a diversified
portfolio primarily comprised of guaranteed investment
contracts offered by insurance companies and banks and other
short-term debt obligations. The Trustee is the contract
holder for all the insurance company and bank guaranteed
investment contracts.
e) Tiffany & Co. Stock Fund - Invests only in Tiffany & Co.
common stock purchased by the Trustee on a national securities
exchange. This investment option is not available to
Executive Officers of the Company.
PARTICIPANT ACCOUNTS:
Each participant's account is credited with the participant's
contribution, if any, and allocation of Plan earnings or losses.
Allocations are based on participant account balances.
The Company's contribution for each Plan year under the profit sharing
feature of the Plan is allocated to the accounts of eligible
participants on a per capita basis.
VESTING:
All amounts contributed under the 401(k) feature of the Plan are
immediately 100% vested and nonforfeitable at all times.
Contributions to participant accounts associated with the profit
sharing feature of the Plan will become vested and nonforfeitable when
the participant has completed two years of service. In the event a
participant leaves the Company prior to becoming fully vested, the
participant will forfeit his/her shares and such shares will remain
in the Plan to be reallocated amongst the Plan's remaining
participants.
A participant shall be 100% vested upon voluntary termination of
employment by reason of death, retirement or disability. For purposes
of the Plan, retirement is defined as termination of employment after
age 65.
ADMINISTRATIVE EXPENSES:
All administrative expenses incurred in connection with the Plan are
paid by the Company. Investment related expenses are paid by the
Plan.
PARTICIPANT WITHDRAWALS:
Participants may borrow from their fund accounts, including rollover
contributions but excluding earnings, from a minimum of $1,000 up to a
maximum equal to the lesser of $50,000 or 50 percent of their 401(k)
account balance. Loan terms range from 1-5 years or up to 25 years
for the purchase of a primary residence. The loans are collateralized
by the balance in the participant's account and bear interest at a
rate determined by the Plan Committee. Principal and interest is paid
ratably through monthly payroll deductions.
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<PAGE> 9
PAYMENT OF BENEFITS:
Upon termination of service, participants will receive the full vested
balance of their Plan account in a lump sum cash distribution, except
with respect to shares held in the profit sharing feature of the Plan
which are distributed in the form of a stock certificate for whole
shares. The balance of the participant's Tiffany & Co. Stock Fund
account may also be distributed in the form of a stock certificate
for whole shares if the participant so elects.
In the event of retirement, a participant may elect to defer his/her
distribution until the next Plan year thereby entitling the
participant to their proportionate share of the Company's
contribution to the non-participant directed employee stock ownership
portion of the Plan for the Plan year in which the participant
retired. In the event of a participant's death, the distribution of
the participant's account balance will be made to the participant's
designated beneficiary or the participant's estate, if no beneficiary
has been so designated.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
BASIS OF ACCOUNTING:
The Plan's financial statements have been prepared on an accrual basis
in conformity with generally accepted accounting principles.
INVESTMENT VALUATION:
Investments in the trust funds are stated at fair value as determined
by the Trustee. Investments in Tiffany & Co. Common Stock are stated
at fair value as determined by quoted market prices as of the last day
of the Plan year.
The Plan presents, in the statement of changes in net assets available
for plan benefits, 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. RELATED PARTY TRANSACTIONS:
Certain Plan investments include mutual funds managed by Harris Trust
and Savings Bank. Since Harris Trust and Savings Bank is the trustee
as defined by the Plan, these transactions qualify as
party-in-interest transactions.
4. TAX STATUS:
A favorable determination letter has been received from the Internal
Revenue Service ruling that the former Employee Stock Ownership Plan
constituted a qualified plan under Section 401(a) of the Internal
Revenue Code and, accordingly, the former plan was exempt from Federal
income taxes. The former plan was amended and restated, as described
in Note 1, since receiving this determination letter. The Company's
management and the Plan's legal counsel believe that the Plan is
currently designed and being operated in compliance with Sections
401(a) and 401(k) of the Internal Revenue Code and, therefore, will
continue to be exempt from
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<PAGE> 10
Federal income taxes. The Company has filed, in April 1995, for a
revised determination letter with the Internal Revenue Service and
believes that the Plan will be qualified and the related trust will be
tax exempt as of the financial statement date.
5. CONCENTRATION OF CREDIT RISK
The Plan's investment in the Guaranteed Investment Contract Fund may
be subject to credit risk. If the underlying insurance companies fail
to perform at the expected rate of return under the terms of the
contracts with the Trustee, the Plan's asset values could be impaired.
6. PLAN TERMINATION:
Although it has not expressed any intent to do so, the Board of
Directors of the Company reserves the right to change, amend or
terminate the Plan at any time at its discretion, subject to the
provisions of ERISA. In the event the Plan is terminated,
participants will become 100% vested in their accounts.
7. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500:
The following is a reconciliation of net assets available for plan
benefits as reflected in the accompanying financial statements to the
Form 5500:
<TABLE>
<CAPTION>
January 31,
1995 1994
---- ----
<S> <C> <C>
Net assets available for plan benefits per
the financial statements $2,641,525 $796,549
Amounts allocated to withdrawing participants (37,921) -
---------- --------
Net assets available for plan benefits
per the Form 5500 $2,603,604 $796,549
========== ========
</TABLE>
The following is a reconciliation of benefits paid to participants as reflected
in the accompanying financial statements to the Form 5500:
<TABLE>
<CAPTION>
Year ended
January 31, 1995
----------------
<S> <C>
Benefits paid to participants per the
financial statements $113,197
Add: Amounts allocated to withdrawing
participants at January 31, 1995 37,921
--------
Benefits paid to participants per the
Form 5500 $151,118
========
</TABLE>
Amounts allocated to withdrawing participants are recorded on the Form 5500 for
benefit claims that have been processed and approved for payment prior to
January 31, 1995, but not yet paid as of that date.
-8-
<PAGE> 11
Tiffany & Co.
Employee Profit Sharing and Retirement Savings Plan
Item 27a - Schedule of Assets Held for Investment Purposes
January 31, 1995
________________
<TABLE>
<CAPTION>
Principal
Amount, # of
Shares or
Units of
Participation Description Cost Fair Value
- ------------- ----------- ---- ----------
<S> <C> <C> <C>
Harris Trust and Savings
Bank Common and
Collective Trust Funds:
Balanced Blend Fund:
184.310 Marketable Bond Fund $ 161,015 $ 161,968
53.930 Convertible Fund 21,207 20,787
307.830 Common Stock Fund 75,823 73,836
9.670 Enhanced Equity Index Fund 12,118 12,214
196.090 Special Capital Fund 18,074 18,231
87.620 International Equity Fund 14,941 14,289
---------- ----------
303,178 301,325
1,405.077 Common Stock Fund 346,218 337,021
1,605.220 Special Capital Fund 147,898 149,244
14,440.160 Guaranteed Investment
Contract Fund 211,649 211,649
1,839.725 Tiffany & Co. Stock Fund 68,284 53,582
27,489.000 Investment Reserve Fund 27,489 27,489
24,128.480 Tiffany & Co. Employee Stock
Ownership 868,867 702,742
---------- ----------
$1,973,583 $1,783,052
========== ==========
</TABLE>
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<PAGE> 12
Tiffany & Co.
Employee Profit Sharing and Retirement Savings Plan
Item 27d - Schedule of Reportable Transactions
for the year ended January 31, 1995
_________________
<TABLE>
<CAPTION>
Current
Value of
Asset on
Description of Purchase Selling Cost of Transaction Net Gain
Asset/Fund Price Price Asset Date or Loss
- -------------- -------- ------- ------- ----------- --------
<S> <C> <C> <C> <C> <C>
Harris Trust and Savings Bank
Common and Collective Trust Funds:
Balanced Blend Fund:
Marketable Bond Fund $160,036 - - - -
Common Stock Fund $ 76,090 - - - -
Common Stock Fund $346,333 - - - -
Special Capital Fund $148,612 - - - -
Guaranteed Investment
Contract Fund $210,692 - - - -
Tiffany & Co. Stock Fund $ 71,342 - - - -
</TABLE>
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<PAGE> 13
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 it behalf by the
undersigned hereunto duly authorized.
Tiffany & Co. Employee Profit Sharing and Retirement Savings Plan
--------------------------------------------------------
(Name of Plan)
Date: July 31, 1995 /s/ Stephen M. Salyk
---------------------------------------
Stephen M. Salyk
Member of Plan Administrative Committee
