<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
<TABLE>
<S> <C>
/ / Preliminary Proxy Statement / / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
TIFFANY & CO.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
April 7, 1995
TIFFANY & CO.
727 Fifth Avenue
New York, N.Y. 10022
- --------------------------------------------------------------------------------
William R. Chaney
Chairman
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders of
Tiffany & Co. on Thursday, May 18, 1995 at 10:00 a.m. in the Versailles Room of
the St. Regis Hotel, 2 East 55th Street at Fifth Avenue, New York, New York.
As a Tiffany stockholder, we hope that you can attend this meeting. Your
participation in the affairs of the Company is important, regardless of the
number of shares that you hold. Therefore, whether or not you are personally
able to attend, please vote your shares by completing and returning the enclosed
proxy card as soon as possible.
Enclosed is the Company's 1994 Annual Report and Proxy Material. I hope you find
it informative reading.
Thank you for your interest in Tiffany & Co.
Sincerely,
/s/ William R. Chaney
William R. Chaney
<PAGE> 3
TIFFANY & CO.
727 Fifth Avenue
New York, New York 10022
- --------------------------------------------------------------------------------
PROXY STATEMENT April 7, 1995
This Proxy Statement is furnished in connection with the solicitation by the
Board of Directors of Tiffany & Co., a Delaware corporation (the "Company"), of
proxies for use at the Annual Meeting of Stockholders to be held on Thursday,
May 18, 1995.
The securities entitled to vote at the meeting consist of the Company's Common
Stock, $.01 par value. Each stockholder of record at the close of business on
March 24, 1995 is entitled to vote at the Annual Meeting or any adjournment
thereof, each share being entitled to one vote. The number of shares outstanding
at the close of business on March 24, 1995 was 15,728,184. A majority of such
shares present at the Annual Meeting by person or by proxy will constitute a
quorum at the Annual Meeting. A quorum is required for any vote taken at the
Annual Meeting to be valid. Abstentions and broker "non-votes" are counted as
shares present for determination of a quorum.
Any stockholder of record giving a proxy has the power to revoke the proxy at
any time before it is voted. A proxy may be revoked by filing with the Secretary
of the Company a written revocation or a duly executed proxy bearing a later
date. Any stockholder of record may attend the Annual Meeting and vote in person
whether or not a proxy was previously submitted, and those stockholders of
record who plan to attend and vote in person at the Annual Meeting are
nonetheless urged to submit a proxy.
Unless revoked, or unless contrary instructions are indicated on the proxy, all
proxies will be voted at the Annual Meeting as follows: FOR the election of the
nominees for director named herein and FOR approval of the appointment of
Coopers & Lybrand L.L.P. as independent auditors of the Company's fiscal 1995
financial statements.
A form of proxy is enclosed. Three officers of the Company have been designated
as the proxies to vote shares at the Annual Meeting in accordance with the
instructions on the proxy card. The Directors of the Company and its management
know of no matters which are to be presented for consideration at the Annual
Meeting other than those specifically described in the Notice of Annual Meeting
of Stockholders, but if other matters are properly presented, or if matters
arise incident to the conduct of the Annual Meeting, it is the intention of the
persons designated as proxies to vote on such matters in accordance with their
judgment.
Abstaining stockholders are counted as present or represented in tabulations of
votes cast on proposals, whereas broker "non-votes" are not counted as present
or represented for purposes of determining whether a proposal has been approved.
Consequently, because a plurality of the votes cast is sufficient to decide all
questions presented in this Proxy Statement, abstentions and broker "non-votes"
will have no affect on the outcome of the vote on each matter presented herein.
<PAGE> 4
This proxy statement and the accompanying proxy are first being sent to
stockholders on or about April 7, 1995.
The Company has retained Kissel-Blake Inc. to assist in the solicitation of
proxies for a fee estimated not to exceed $5,000, plus out-of-pocket expenses.
Solicitation of proxies may be made by management on behalf of the Board of
Directors through the mail, in person and by facsimile and telephone through the
regular employees of Tiffany and Company who will not be additionally
compensated. The cost thereof will be borne by the Company. The Company will
also reimburse brokerage houses and others for forwarding proxy materials to
beneficial owners.
ITEM I-ELECTION OF NINE DIRECTORS
The Company is a Delaware corporation whose principal subsidiary is Tiffany and
Company, a New York corporation ("Tiffany"). The Company's By-laws provide for a
Board of Directors composed of nine directors, each of whom shall be elected at
an annual meeting of stockholders to hold office until his or her successor
shall be elected and qualified, or until his or her earlier resignation or
removal. Directors are required by the By-laws to retire at age 72 unless the
Board of Directors waives the provision for mandatory retirement with respect to
an individual director whose continued service is deemed uniquely important to
the Company. The By-laws allow the Board of Directors to fill vacancies and
newly created directorships. The Company's Restated Certificate of Incorporation
provides that the Board of Directors may alter and amend the By-laws.
Accordingly, the Board of Directors may amend the By-laws to provide for a
greater or lesser number of directors.
At the 1995 Annual Meeting of Stockholders, nine directors will be elected to
serve until the 1996 Annual Meeting. Such directors will serve until their
successors are elected and qualified or until their respective earlier
resignation or removal. All nominees are now members of the Board of Directors.
It is not anticipated that any of these nominees will be unable to serve as a
director, but if that should occur before the Annual Meeting, the persons named
in the form of proxy shall vote the shares represented by such proxies for such
other nominee or nominees as the Board of Directors may nominate in place of
such nominee(s) who is(are) unable to serve, and/or vote for such lesser number
of directors as may be prescribed by the Board of Directors in accordance with
the Company's Restated Certificate of Incorporation and By-laws.
Information concerning the nominees is set forth below:
2
<PAGE> 5
- ------------------------------------------
WILLIAM R. CHANEY Mr. Chaney, 62, is Chairman of the Board of
Directors, President and Chief Executive Officer
of the Company. Mr. Chaney joined Tiffany in
January 1980 as a member of its Board of Directors
and was named Chairman and Chief Executive Officer
of the Company in August 1984. Prior to this, 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.
- ------------------------------------------
JANE DUDLEY Mrs. Dudley, 70, is a volunteer fund-raiser for
charitable organizations throughout the United
States and is the wife of the former U.S.
Ambassador to Denmark, Guilford Dudley, Jr. Mrs.
Dudley became a director of the Company in
December 1987 and serves on the Compensation
Committee.
- ------------------------------------------
SAMUEL L. HAYES III Prof. Hayes, 60, has been the Jacob H. Schiff
Professor of Investment Banking at the Harvard
Business School since 1975. He was elected a
director of the Company in 1984 and serves as
Chairman of the Compensation Committee, as well as
on the Audit and Nominating Committees. He also
serves on the boards of the Eaton Vance Group of
Funds.
- ------------------------------------------
MICHAEL J. KOWALSKI Mr. Kowalski, 43, is an Executive Vice President
of the Company, responsible for merchandising,
marketing, advertising, public relations and
product design. Prior to his appointment as such
in March 1992, he held a variety of merchandising
management positions since joining Tiffany in
1983. He became a director of the Company in
January 1995 when he was selected by the Board of
Directors to fill a newly created directorship.
- ------------------------------------------
3
<PAGE> 6
- ------------------------------------------
CHARLES K. MARQUIS Mr. Marquis, 52, has been a partner in the law
firm of Gibson, Dunn & Crutcher since 1974. He was
elected a director of the Company in 1984 and
serves on the Compensation and Audit Committees.
- ------------------------------------------
JAMES E. QUINN Mr. Quinn, 43, is an Executive Vice President of
the Company, responsible for all North American
retail and corporate sales. Prior to his
appointment as such in March 1992, he held a
variety of retail and corporate sales management
positions since joining Tiffany in 1986. He became
a director of the Company in January 1995 when he
was selected by the Board of Directors to fill a
newly created directorship.
- ------------------------------------------
YOSHIAKI SAKAKURA Mr. Sakakura, 73, has been the President and Chief
Executive Officer of Mitsukoshi Limited since
1986. He became a director of the Company in
November 1989 and serves on the Compensation
Committee.
- ------------------------------------------
WILLIAM A. SHUTZER Mr. Shutzer, 48, is an Executive Vice President of
Furman Selz Incorporated and is a member of its
Board of Directors. He previously served as a
Managing Director of Lehman Brothers and its
predecessors from 1978 to 1994. He was elected a
director of the Company in 1984 and serves as
Chairman of the Audit Committee and as a member of
the Compensation Committee.
- ------------------------------------------
4
<PAGE> 7
- ------------------------------------------
GERALDINE STUTZ Ms. Stutz, 66, has been the principal partner of
Panache Productions since 1993. She was previously
the Publisher of Panache Press at Random House
Inc. and the President of Henri Bendel, the New
York specialty store. She became a director of the
Company in July 1987. She chairs the Nominating
Committee and serves on the Compensation
Committee. Ms. Stutz is also a member of the Board
of Directors of Jones New York and a member of the
Board of Directors of Hanover Direct.
- ------------------------------------------
The Company has an Audit Committee, a Compensation Committee and a Nominating
Committee.
Under its charter, the Audit Committee's responsibilities include reviewing the
adequacy of the Company's system of internal financial controls, recommending to
the Board of Directors the appointment of independent auditors and evaluating
their proposed audit scope, performance and fee arrangement, conducting a
post-audit review of the Company's financial statements and audit findings in
advance of publication, and reviewing in advance proposed changes in the
Company's accounting methods.
The functions performed by the Compensation Committee include the approval of
remuneration arrangements for executive officers and approval of compensation
plans (including stock option plans and awards thereunder) in which officers and
employees are eligible to participate. See "Compensation Committee Report on
Executive Compensation" below.
The role of the Nominating Committee is to recommend to the Board of Directors
policies on the composition of the Board of Directors, criteria for the
selection of nominees for election to the Board of Directors, nominees to fill
vacancies on the Board of Directors and nominees for election to the Board of
Directors. The Nominating Committee will consider stockholders' recommendations
for directors sent to the Nominating Committee, c/o Mr. Patrick B. Dorsey,
Secretary, Tiffany & Co., 727 Fifth Avenue, New York, New York 10022.
During fiscal 1994, there were eight meetings of the Board of Directors, six
meetings of the Compensation Committee, three meetings of the Audit Committee
and one meeting of the Nominating Committee. All incumbent directors, except Mr.
Sakakura, attended at least 75% of the total number of meetings held during the
fiscal year (or, in the case of Messrs. Kowalski and Quinn, during the portion
thereof for which they served as directors) of the Board and of the committees
on which they respectively serve.
5
<PAGE> 8
SECURITY OWNERSHIP
The following persons were known to the Company to be beneficial owners as of
March 6, 1995 of more than five percent of the Company's Common Stock. The table
is based on reports filed by such persons with the Securities and Exchange
Commission and on other information available to the Company.
<TABLE>
<CAPTION>
Name and Address Amount and Percent
of Nature of Beneficial of
Beneficial Owner Ownership Class
- ---------------- -------------------- -------
<S> <C> <C>
Mitsukoshi Limited 2,135,000 (1) 13.6
4-1 Nihombashi Muromachi
Tokyo, Japan
The Merchant Navy Officers Pension Fund 1,101,450 (1) 7.0
Ashcombe House
The Crescent
Leatherhead
Surrey, KT22 81Q
England
</TABLE>
- ------------------------------------------
(1) The beneficial owner has sole voting power and sole dispositive power with
respect to all of the shares.
------------------------------------------------------
Information, as supplied to the Company by executive officers and directors,
with respect to the beneficial ownership of the Company's Common Stock by each
director, the Chief Executive Officer (the "CEO"), the four most highly
compensated executive officers other than the CEO and all executive officers and
directors as a group as of March 24, 1995 is set forth in tabular form below.
Unless otherwise noted in the footnotes following the table, each individual had
sole voting and investment power over the shares of Common Stock shown as
beneficially owned.
6
<PAGE> 9
<TABLE>
<CAPTION>
Amount and Percent
Nature of Beneficial of
Name Ownership Class (1)
- ---- -------------------- ---------
<S> <C> <C>
DIRECTORS:
William R. Chaney (CEO) 313,250 (2) 2.0
Jane Dudley 13,710 (3)(4) *
Samuel L. Hayes III 36,820 (3)(5) *
Michael J. Kowalski (Executive Officer) 55,000 (6) *
Charles K. Marquis 19,510 (3) *
James E. Quinn (Executive Officer) 23,765 (7) *
Yoshiaki Sakakura 2,330 (8) *
William A. Shutzer 28,510 (3)(9) *
Geraldine Stutz 19,510 (3) *
EXECUTIVE OFFICERS:
Jeanne B. Daniel 11,762 (10) *
John R. Loring 21,500 (11) *
ALL EXECUTIVE OFFICERS
AND DIRECTORS AS A GROUP: 798,929 (12) 5.1
</TABLE>
- ------------------------------------------
(1) An asterisk (*) is used to indicate less than 1% of the class outstanding.
(2) Includes 100,000 shares issuable upon the exercise of stock options which
are currently exercisable or which become exercisable within sixty days of
March 24, 1995 (in either case, "Vested Stock Options") and 32,250 shares held
by Mr. Chaney's wife.
(3) Includes 10,510 shares issuable upon the exercise of Vested Stock Options.
(4) Includes 1,600 shares held by Mrs. Dudley's husband.
(5) Includes 21,600 shares held in trust and 900 shares held as custodian for
the benefit of the children of Prof. Hayes, as to which he disclaims beneficial
ownership, and 450 shares held by his wife.
(6) Includes 42,000 shares issuable upon the exercise of Vested Stock Options.
(7) Includes 23,750 shares issuable upon the exercise of Vested Stock Options
and 15 shares credited to Mr. Quinn's account under the Company's Employee
Profit Sharing and Retirement Savings Plan (the "ESOP/401(k) Plan").
(8) Represents shares issuable upon the exercise of Vested Stock Options. Does
not include 2,135,000 shares held by Mitsukoshi Limited as to which Mr.
Sakakura disclaims beneficial ownership.
(9) Includes 18,000 shares held by Mr. Shutzer's children.
(10) Includes 11,500 shares issuable upon the exercise of Vested Stock Options,
127 shares held in a custodial IRA, and 35 shares credited to Mrs. Daniel's
account under the Company's ESOP/401(k) Plan.
(11) Includes 11,500 shares issuable upon the exercise of Vested Stock Options.
(12) Includes 402,130 shares issuable upon the exercise of Vested Stock Options
and 135 shares held in the Company's ESOP/401(k) Plan.
7
<PAGE> 10
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers and directors and persons who own more than ten percent of a
registered class of the Company's equity securities to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
(the "SEC") and the New York Stock Exchange by a specified date. Executive
officers, directors and greater than ten-percent stockholders are required by
SEC regulation to furnish the Company with copies of all Section 16(a) forms
they file. Based solely on the Company's review of the copies of such forms
received by it, or written representations from certain reporting persons that
no SEC Forms 5 were required for those persons, the Company believes that,
during the period February 1, 1994 to January 31, 1995, all filing requirements
applicable to its executive officers and directors, and greater than
ten-percent beneficial owners, were satisfied, except as follows: Mr. Quinn and
James N. Fernandez, Senior Vice President - Finance and Chief Financial
Officer, inadvertently failed to disclose the beneficial ownership of 15 shares
of Tiffany & Co. Common Stock previously credited to each of their respective
accounts under the Company's ESOP/401(k) Plan when they first became subject to
SEC reporting requirements in fiscal year 1989. Upon the discovery of this
omission, amended SEC Forms 3 and 4 were filed by each such executive officer
in April 1995.
COMPENSATION OF THE CEO AND OTHER EXECUTIVE OFFICERS
The following table sets forth information concerning cash and other
compensation paid or accrued by the Company during fiscal years 1994, 1993 and
1992 to or for the CEO and each of the four (4) highest paid executive officers
of the Company (other than the CEO):
8
<PAGE> 11
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term
Annual Compensation Compensation
------------------------ ---------------
Number of Securities
Name and Underlying Options/ All Other
Principal Position Year Salary Bonus SARs Granted Compensation
- ------------------ ------ ---------- ---------- -------------------- ------------
<S> <C> <C> <C> <C> <C>
William R. Chaney 1994 $467,692 $372,000 25,000 shares $164,869(1)(2)
Chairman of the 1993 $398,926 $208,000 20,000 shares $105,611(3)
Board and CEO 1992 $401,343 $160,000 20,000 shares $105,336(4)
Michael J. Kowalski 1994 $254,124 $100,000 10,000 shares $28,161(5)(2)
Executive Vice President 1993 $199,463 $57,000 10,000 shares $1,643(6)
1992 $198,006 $35,000 14,000 shares $1,651(7)
James E. Quinn 1994 $232,260 $92,000 10,000 shares $29,708(8)(2)
Executive Vice President 1993 $179,517 $51,000 10,000 shares $1,471(9)
1992 $172,497 $31,500 14,000 shares $1,434(10)
Jeanne B. Daniel 1994 $176,544 $53,000 6,000 shares $1,105(11)
Senior Vice President 1993 $139,624 $30,000 5,000 shares $885(11)
Merchandising 1992 $129,789 $21,000 8,000 shares $846(11)
John R. Loring 1994 $240,315 $75,000 2,000 shares $1,611(11)
Senior Vice President 1993 $229,383 $60,000 2,000 shares $1,536(11)
Design Director 1992 $230,994 $40,000 6,000 shares $1,658(11)
</TABLE>
- ------------------------------------------
(1) Represents $100,000 contributed to Mr. Chaney's deferred compensation
account (see related discussion under "Employment Contracts and Termination of
Employment and Change-in-Control Arrangements" below), $59,045 attributable to
split-dollar life insurance premiums and $5,824 attributable to premiums for
executive long-term disability insurance.
(2) Changes made in fiscal 1994 to split dollar agreements and the underlying
insurance policies resulted in a change in the manner in which this item of
compensation is required to be reported herein for fiscal 1994.
(3) Represents $100,000 contributed to Mr. Chaney's deferred compensation
account, $3,595 attributable to split-dollar life insurance premiums and $2,016
attributable to premiums for executive long-term disability insurance.
(4) Represents $100,000 contributed to Mr. Chaney's deferred compensation
account, $3,320 attributable to split-dollar life insurance premiums and $2,016
attributable to premiums for executive long-term disability insurance.
(5) Represents $26,538 attributable to split-dollar life insurance premiums
and $1,623 attributable to premiums for executive long-term disability
insurance.
(6) Represents $355 attributable to split-dollar life insurance premiums and
$1,288 attributable to premiums for executive long-term disability insurance.
9
<PAGE> 12
(7) Represents $328 attributable to split-dollar life insurance premiums and
$1,323 attributable to premiums for executive long-term disability insurance.
(8) Represents $28,219 attributable to split-dollar life insurance premiums
and $1,489 attributable to premiums for executive long-term disability
insurance.
(9) Represents $330 attributable to split-dollar life insurance premiums and
$1,141 attributable to premiums for executive long-term disability insurance.
(10) Represents $296 attributable to split-dollar life insurance premiums and
$1,139 attributable to premiums for executive long-term disability insurance.
(11) Represents premiums for executive long-term disability insurance.
------------------------------------------------------
The following table sets forth information with respect to options to purchase
the Company's Common Stock granted during fiscal year 1994 to the CEO and each
of the four (4) highest paid executive officers of the Company (other than the
CEO):
OPTION GRANTS IN FISCAL YEAR 1994
<TABLE>
<CAPTION>
Potential Realizable
Value at Assumed
Percent of Total Annual Rates of
Options Granted Per Stock Price Appreciation
to all Employees Share for Option Term(2)
Options in Fiscal Year Exercise Expiration --------------------------
Name Granted(1) 1993 Price Date 5% 10%
- -------- ------------- -------------- -------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
William R. Chaney 25,000 shares 7.2 $30.4375 1/19/2006 $540,524 $1,410,106
Michael J. Kowalski 10,000 shares 2.9 $30.4375 1/19/2006 $216,210 $564,042
James E. Quinn 10,000 shares 2.9 $30.4375 1/19/2006 $216,210 $564,042
Jeanne B. Daniel 6,000 shares 1.7 $30.4375 1/19/2006 $129,726 $338,425
John R. Loring 2,000 shares 0.6 $30.4375 1/19/2006 $43,242 $112,808
</TABLE>
- ------------------------------------------
(1) All options were granted under the Company's 1986 Stock Option Plan (the
"1986 Plan"). The exercise price per share of Common Stock under each option
granted pursuant to the 1986 Plan is 100% of the fair market value per share of
Common Stock on the date of grant. Options granted under the 1986 Plan are
exercisable in four equal installments, with the first installment becoming
exercisable on the first anniversary of the grant date and the three remaining
installments becoming exercisable on subsequent consecutive anniversaries of
the grant date. The exercise price of an option must be paid in full on
exercise of the option to the Company or, if authorized by the Committee, by
delivery of shares of the Common Stock in payment of such price. If the
employment of the holder of an option terminates by reason of his or her
disability or retirement pursuant to the Company's retirement practice, his or
her option may be exercised at any time within 12 months after the date of such
termination but in no event later than the expiration date of the option. In
the event of the death of such an optionee while employed, the person or
persons to whom his or her rights pass by will or the laws of descent and
distribution may exercise the option within 12 months after his or her death
but in no event later than the expiration date of the option. In all other
cases of
10
<PAGE> 13
termination of employment, the option expires three months following
termination of the optionee's employment but in no event later than the
ordinary expiration date of the option. Notwithstanding the foregoing, no
option may be exercised more than eleven years after the date of grant or after
termination of the optionee's employment, except to the extent it was
exercisable at the date of termination. Options granted under the 1986 Plan
are subject to early exercise and termination under certain circumstances.
Such circumstances include the dissolution or liquidation of the Company, a
reorganization, merger or consolidation of the Company, and the acquisition of
substantially all of the property or more than eighty percent (80%) of the then
outstanding stock of the Company by another corporation. In addition, upon the
occurrence of a Change in Control of the Company (see "Employment Contracts and
Termination of Employment and Change-in-Control Arrangements" below), any time
periods relating to the exercise of any stock option granted under the 1986
Plan will be accelerated so that such options, including any unmatured
installments thereof, may be immediately exercised in full. Options are
non-transferable otherwise than by will or the laws of descent and distribution
and, during the participant's lifetime, are exercisable only by him or her.
Options may not be assigned or subjected to any encumbrance, pledge or charge
of any nature.
(2) These assumptions are provided solely for the purposes of comparing
potential values of stock options in accordance with SEC rules and regulations.
------------------------------------------------------
The following table sets forth information with respect to options to purchase
the Company's Common Stock exercised during fiscal year 1994 by the CEO and
each of the four (4) highest paid executive officers of the Company (other than
the CEO) and the fiscal year end value of any unexercised options held by such
officers:
AGGREGATED OPTION EXERCISES IN FISCAL YEAR 1994
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
Number of Value of
Unexercised Options In-The-Money Options
Shares at Fiscal Year-End at Fiscal Year-End
Acquired Value
Name on Exercise Realized Exercisable/Unexercisable Exercisable/Unexercisable
- -------------- ----------- -------- ------------------------- -------------------------
<S> <C> <C> <C> <C>
William R. Chaney 0 - 100,000/55,000 $251,300/$0
Michael J. Kowalski 0 - 41,000/25,000 $377,395/$0
James E. Quinn 0 - 22,750/25,000 $18,850/$0
Jeanne B. Daniel 0 - 11,000/14,000 $8,125/$0
John R. Loring 7,500 $129,106 11,500/ 6,500 $0/$0
</TABLE>
------------------------------------------------------
PENSION PLAN AND SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
The following table sets forth the estimated annual benefits payable on
retirement to participants under Tiffany's Pension Plan and its supplemental
executive retirement plan ("SERP") based upon a straight life annuity.
11
<PAGE> 14
PENSION PLAN TABLE
<TABLE>
<CAPTION>
Annual Benefit for Years of Service
-------------------------------------------------------------------------------------
Ending
Remuneration
(Per Annum) 15 20 25 30 35
- ------------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
$125,000 $19,088 $30,251 $41,414 $52,577 $52,577
$150,000 $25,786 $39,181 $52,577 $65,972 $65,972
$175,000 $32,484 $48,111 $63,739 $79,367 $79,367
$200,000 $39,121 $57,042 $74,902 $92,763 $92,763
$225,000 $45,879 $65,972 $86,075 $106,158 $106,158
$250,000 $52,577 $74,902 $97,228 $119,553 $119,553
$300,000 $65,972 $92,763 $119,493 $146,344 $146,344
$400,000 $92,763 $128,483 $164,204 $199,925 $199,925
</TABLE>
The above table assumes (i) current retirement at age 65, (ii) that the current
benefit formulas under both the Pension Plan and the SERP had always been in
effect and applied throughout the period of employment, (iii) that salary had
increased at a rate of 6% per annum throughout the period of employment and
(iv) that social security benefits of $14,400 per annum, the maximum current
benefit under Title II of the Federal Social Security Act, have been offset as
provided in the SERP. In general, compensation reported in the Summary
Compensation Table as "Salary" and "Bonus" is compensation for purposes of the
Pension Plan and the SERP; amounts attributable to the exercise of stock
options are not included. Benefits under both the Pension Plan and the SERP
are based upon the average compensation of the five highest paid plan years
(January 1 to December 31) during a participant's last 10 plan years of service
("Average Final Compensation"). Benefits provided by the Pension Plan are not
subject to deduction for Social Security or any other offset. Benefits
provided under the SERP are subject to offset for benefits payable under the
Pension Plan and under Social Security.
At January 31, 1995, the current years of creditable service for Mr. Kowalski,
Mr. Quinn, Mr. Loring, and Mrs. Daniel were 15, 8, 15 and 8, respectively. As
of the end of the last plan year (December 31, 1994), Average Final
Compensation for each of the named executive officers participating in the
Pension Plan and SERP were as follows: Mr. Kowalski - $228,777; Mr. Quinn
- - $189,584; Mr. Loring - $285,377; and Mrs. Daniel - $151,641. Mr. Chaney is
not eligible to participate in either the Pension Plan or the SERP.
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS
As indicated above, Mr. Chaney is not eligible to participate in either the
Pension Plan or the SERP. In lieu thereof, Tiffany credits to an account in
his favor $25,000 per calendar quarter, plus accrued interest at a prime rate,
under the terms of a deferred compensation agreement entered into with Mr.
Chaney in December 1989. This account is maintained on the books of Tiffany as
a liability to Mr. Chaney in each year in which the agreement is in effect,
beginning
12
<PAGE> 15
with the fourth quarter of 1989. In the event that Mr. Chaney should die while
employed by Tiffany, a lump sum distribution of amounts credited to his account
will be paid to his estate or, if named, his beneficiary. If his employment
should terminate with Tiffany for any other reason, a monthly annuity will be
paid to him during his lifetime calculated as the monthly payment necessary to
amortize the balance of the account, as determined by application of an annual
discount rate of 8% to the value of the account as of the date of such
termination (the "Lump Sum Value") over his life expectancy as of such date;
upon his death, any excess of the Lump Sum Value over the amount of annuity
payments actually made will be paid to Mr. Chaney's estate or, if named, his
beneficiary. The agreement is terminable by Tiffany in respect of future
credits upon 90 days' written notice to Mr. Chaney.
In the event of a Change in Control of the Company, (i) all options granted
under the 1986 Stock Option Plan become exercisable in full and (ii) benefits
under the SERP become vested and payable at retirement age, but only if at the
time of such Change in Control benefits are also vested under the Pension Plan.
Ordinarily, benefits under the SERP become payable only if the participant
retires from Tiffany and had at least 10 years of service at the time.
In addition, under split-dollar life insurance agreements entered into by
Tiffany with certain of the executive officers, including Messrs. Chaney,
Kowalski and Quinn, Tiffany will lose the right, in the event of a Change in
Control of the Company, to unilaterally terminate such agreements and will
remain bound to pay premiums on policies insuring the lives of such officers in
order that the cash value accruing under such policies, will be, at the time of
the established maturity date of each agreement (generally age 65, but age 75
in the case of Mr. Chaney), sufficient to repay Tiffany for the premiums it has
paid on behalf of the executive and so that the policy will continue, without
payment of further premiums, with a reduced death benefit equivalent to twice
the executive's average annual compensation from salary and bonuses for the
last three consecutive calendar years prior to termination of employment.
A "Change in Control of the Company" as used above is deemed to have occurred
if: (i) any person or group of persons acting in concert acquires thirty-five
percent (35%) in voting power or amount of the equity securities of the Company
(including the acquisition of any right, option, warrant or other right to
obtain such voting power or amount, whether or not presently exercisable)
unless such acquisition is authorized or approved by the Board of Directors of
the Company; (ii) individuals who constituted the Board of Directors of the
Company on January 21, 1988 (the "Incumbent Board") cease for any reason to
constitute at least a majority of such Board of Directors, provided that any
individual becoming a director subsequent to January 21, 1988 whose election or
nomination for election by the Company's stockholders, was approved by a vote
of at least three-quarters of the directors comprising the Incumbent Board
(either by a specific vote or by approval of the proxy statement of the Company
in which such individual is named as a nominee for director) will be, for the
purposes of this clause (ii), considered as though such individual were a
member of the Incumbent Board; or (iii) any other circumstance with respect to
a change in control of the Company occurs which the Committee deems to be a
Change in Control of the Company. As used herein, the word "person" means an
individual or an entity.
13
<PAGE> 16
COMPENSATION OF DIRECTORS
Directors who are not employees of the Company or its subsidiaries are paid an
annual retainer of $29,000, and $1,500 for each Board of Directors meeting
physically attended. No separate compensation is paid for participation in
teleconference meetings or attendance at committee meetings, although directors
are reimbursed for expenses incurred in attending Board and committee meetings,
including expenses for travel, food and lodging.
Non-employee directors may elect to receive all or 50% of their annual retainer
in the form of stock options granted under the 1988 Director Option Plan (the
"1988 Plan"). Options under the 1988 Plan are granted automatically on the
first business day in January of each year to any eligible director who,
subsequent to May 31st and on or prior to June 30th of the year prior to the
year in which said grant date occurs, files with the Company an irrevocable
election to receive a stock option in lieu of all or fifty percent (50%) of the
retainer to be earned in the calendar year in which the grant date occurs (the
"Plan Year"). The number of shares subject to an option granted to an eligible
director is equal to the nearest number of whole shares equivalent to the
director's Annual Retainer divided by one-half of the mean of the highest and
lowest quoted selling price for the Company's Common Stock on the grant date as
reported on the New York Stock Exchange Composite Tape. "Annual Retainer" is
defined as the cash amount which the director could have elected to receive for
serving as a director during the year of the grant, but does not include fees
to be paid on a per-meeting-attended basis or fees, if any, to be paid for
attendance at Board committee meetings or for any other services provided or to
be provided to the Company. Options granted under the 1988 Plan may be
exercised at a per-share exercise price equal to one-half of the fair market
value of a share of the Company's Common Stock on the grant date. Fair market
value is determined by reference to the mean of the highest and lowest quoted
selling prices as reported on the Composite Tape.
Options granted under the 1988 Plan are non-transferable and may be exercised
during the optionee's lifetime only by the optionee. Subject to limited
exceptions as hereinafter described, no option may be exercised less than one
year or more than 15 years from the grant date. Options become exercisable in
full on the first anniversary of their grant date or, if earlier, upon the
retirement of the optionee because of age or because of total and permanent
disability, upon the death of an optionee or upon the resignation of a director
following a change in control of the Company. Options lapse and become
unexercisable in proportion to the portion of the Plan Year not served if the
participating director ceases to be a director before the conclusion of the
Plan Year except in the event of retirement, death or resignation described
above.
Directors with five or more years of service who are not employees of the
Company or its subsidiaries when they retire are also entitled to receive an
annual retirement benefit equal to the annual retainer in effect during the
year in which they retire. Subject to adjustment for partial years served,
this benefit is payable quarterly and continues for a period of time equal to
the director's length of service on the Board. Messrs. Chaney, Kowalski and
Quinn, each of whom is also an executive officer of the Company, receive no
separate compensation for their service as directors.
14
<PAGE> 17
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The following directors served as members of the Compensation Committee during
the fiscal year ended January 31, 1995: Mrs. Dudley, Professor Hayes, Messrs.
Marquis, Sakakura and Shutzer and Ms. Stutz. None of the members of the
Compensation Committee was, at any time either during or before such fiscal
year, an employee of the Company or any of its direct or indirect subsidiary
companies.
Mr. Marquis, a director of the Company, is a partner in the law firm of Gibson,
Dunn & Crutcher which has performed services for the Company and Tiffany. Mr.
Shutzer, prior to joining Furman Selz Incorporated in March 1994, was a
Managing Director of Lehman Brothers which has previously performed services
for the Company.
Mr. Sakakura, a director of the Company, is President and Chief Executive
Officer of Mitsukoshi Limited ("Mitsukoshi"), a Japanese retailing group, which
owns approximately 14% of the Company's Common Stock. Under separate
agreements, Mitsukoshi operates four FARAONE boutiques in Mitsukoshi stores in
Japan, TIFFANY & CO. boutiques in its department stores in Hong Kong and Taipei
and TIFFANY & CO. boutiques in Honolulu and on the island of Guam. Tiffany
sells merchandise to Mitsukoshi for resale in these boutiques on a wholesale
basis.
In fiscal 1994, Mitsukoshi purchased approximately $19 million of merchandise
from Tiffany, accounting for roughly 3% of the Company's worldwide net sales.
Pursuant to an arrangement established in fiscal 1993, Mitsukoshi provides the
Company with retail space and certain services and is paid approximately 27% of
the Company's net sales in such boutiques as compensation. In fiscal 1994,
approximately $182 million or 27% of the Company's worldwide net sales were
made in boutiques located in premises owned or leased by Mitsukoshi. Because
the continued participation of Mr. Sakakura on the Board of Directors is deemed
uniquely important to the Company, the Board of Directors has, in his respect,
waived the provisions of the By-laws providing for retirement at the age of 72.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The following is the Compensation Committee's report on executive compensation
for fiscal year 1994.
The Committee's overall compensation policy is to provide a reward
structure that will (i) motivate the officers to assist the Company's
achievement of its strategic and financial goals, (ii) retain and
attract competent personnel and (iii) link the interests of management
with those of the stockholders through stock-based compensation.
15
<PAGE> 18
(i) Cash Bonuses
Under the Company's cash bonus program, target bonuses for each
executive officer are established by the Committee each January in
respect of the fiscal year that will begin on the first day of
February. The Committee intends that an individual bonus equal to or
in excess of the target be paid if the Company achieves its business
plan and if the individual officer's personal and/or business unit
performance meets or exceeds expectations. If the Company fails to
achieve its business plan, or if the individual's personal and/or
business unit performance fails to meet expectations, the bonus is
reduced or eliminated.
In establishing target bonuses, the Committee believes that the
portion of an officer's compensation that is "at risk" (subject to
adjustment for corporate and/or individual performance factors) should
vary proportionally to the amount of responsibility the officer bears
for the Company's success. In keeping with that philosophy, Mr.
Chaney's target bonus for fiscal 1994 represented 80% of his base
salary. Target bonuses for the other executive officers for fiscal
year 1994 ranged from 25% to 40% of salary and averaged approximately
32% of salary. Approximately the same range and average of target
bonuses were established for fiscal year 1995.
The actual bonus paid to each executive officer for fiscal 1994 was
determined by the Committee in January of 1995. At that time, the
Committee compared the Company's projected fiscal 1994 performance to
its business and strategic plans, and the performance of each
executive officer (other than Mr. Chaney himself) was evaluated for
the Committee by Mr. Chaney. Bonuses actually awarded to executive
officers averaged 94% of the target amounts, but ranged, in individual
cases, from 50% to 101% of target. The actual bonus paid to Mr.
Chaney for fiscal year 1994 was $372,000, 100% of his targeted bonus.
The Committee applied subjective as well as objective factors in
determining Mr. Chaney's bonus compensation. The Committee believes
Mr. Chaney's leadership skills and business acumen, both subjective
factors, favorably affect all key aspects of the Company's business,
including the development and refinement of the Company's long-term
strategic goals and the development and motivation of management
personnel. The Committee considered the following measures of the
Company's financial performance, among others, for the purpose of
determining Mr. Chaney's bonus: achievement of the Company's
financial plan objectives for sales, net increase in earnings per
share, expense control, inventory and cash flow. Bonuses to the other
executive officers were determined by the Committee based on the same
measures of corporate financial performance, the performance
evaluation provided by Mr. Chaney, consideration of individual
contributions and, where applicable, the results of any business unit
for which the officer was responsible. Subjective factors also played
a role in the determination of the bonus amount for each of the
executive officers, including the subjective judgements of Mr. Chaney
and the members of the Committee concerning the officer's leadership
and development of creative business opportunities.
16
<PAGE> 19
(ii) Salaries and Benefits
The Committee believes that the base salaries and the health, life
insurance and pension benefits which the Company provides to its
executive officers, when coupled with the opportunity to earn bonuses
and participate in the growth of the Company through stock options,
are competitive with those generally offered by comparable retailers
and direct marketing organizations, and enable the Company to retain
and attract competent management personnel. In assessing the
competitiveness of the compensation offered to the Company's executive
officers, the Committee reviewed available data concerning
compensation provided by companies in the Peer Company Group included
in the performance graph provided below, as well as compensation data
available from other publicly traded retail companies and survey data
for companies of comparable size and, where available, in comparable
businesses, published by compensation consultants. Data from
companies other than those included in the Peer Company Group were
reviewed, including firms much larger than the Company, because the
Committee believes that a competitive market for the services of
retail executives exists, even among firms that are not peers of the
Company or that operate in a different line of business. In general,
the Annual Compensation of the Company's executive officers is
believed to fall within the second or third quartile of the Peer
Company Group, although below that of large national retailers.
Executive salaries are reviewed by the Committee in January of each
year and typically are adjusted on the basis of merit and relevant
competitive factors.
(iii) Stock Options
Options to purchase the Common Stock of the Company are typically
granted to executive officers in January of each year, and may be
exercised, when vested, to purchase Common Stock at its fair market
value as of the date of the option grant. Options vest and become
exercisable in four equal annual installments beginning with the first
anniversary of the grant date; non-vested installments are forfeited
if the option holder leaves the Company. Options expire 11 years from
the grant date.
Option grants are authorized by the Committee. The Committee believes
that the greater the officer's position and level of responsibility
within the Company, the greater the desirability for compensation that
is linked to the long-term interests of the stockholders. For that
reason, the size of option grants are generally tied to the
individual's level of responsibility within the Company. For that
same reason, the Committee also reviews the extent of each executive
officer's beneficial holdings of the Company's Common Stock, including
prior option grants. In determining the size of each option grant the
Committee also considers, in certain cases, subjective factors, such
as the individual's potential for further growth within the Company
and his or her past performance.
17
<PAGE> 20
(iv) Limitation Under Section 162(m) of the Internal Revenue Code
Section 162(m) of the Internal Revenue Code, adopted as part of the
Omnibus Budget Reconciliation Act of 1993, generally denies a federal
income-tax deduction for all taxable years commencing on or after
January 1, 1994 to a publicly-held corporation for compensation in
excess of $1 million per year paid to a person who, as of the last day
of such corporation's taxable year, was (i) such corporations's chief
executive officer or (ii) among the four highest-compensated officers
of such corporation for purposes of compensation disclosure under the
rules governing solicitation of proxies under the Securities and
Exchange Act of 1934 (a "covered executive"). This denial of
deduction is subject to an exception for certain "performance-based
compensation", including certain stock options, and subject to certain
transition provisions. Under transition provisions contained in
Section 162(m) or proposed for adoption by the Internal Revenue
Service, stock options issued by the Company to date will not be
subject to the limitations of Section 162(m) if their exercise results
in one of the covered executives receiving compensation in excess of
$1 million in any one year. Certain amendments to the Company's 1986
Stock Option Plan effected in 1994 were intended to qualify under
Section 162(m) future grants of stock options under such plan so that
the Company's deductions for federal income-tax purposes will not be
so limited in the future. Although the Company's deduction for
federal income tax purposes for current compensation arrangements is
not affected by the limitations of Section 162(m), the Board of
Directors does not believe that it would be in the best interests of
the Company to adopt a policy that would preclude compensation
arrangements that might in the future be subject to such limitations.
Jane Dudley
Samuel L. Hayes III
Charles K. Marquis
Yoshiaki Sakakura
William A. Shutzer
Geraldine Stutz
Members of the
Compensation Committee
PERFORMANCE GRAPH
The following graph compares changes in the cumulative total shareholder return
on the Company's Common Stock for the previous five fiscal years to returns on
the Standard & Poor's 500 Stock Index and other similar publicly traded
companies for the same period. Cumulative shareholder return is defined as
changes in the closing price of the Company's Common Stock on the New York
Stock Exchange, plus the reinvestment of any dividends paid on such stock.
18
<PAGE> 21
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN AMONG
TIFFANY & CO., S&P 500 INDEX AND PEER COMPANY GROUP INDEX
<TABLE>
<CAPTION>
NAME 1989 1990 1991 1992 1993 1994
---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
TIFFANY & CO NEW 100.00 95.24 104.03 79.68 72.66 72.93
Standard & Poors 500 100.00 108.38 132.98 147.28 166.26 167.12
Peer Group 100.00 90.40 99.35 104.52 112.58 101.75
</TABLE>
ASSUMES AN INVESTMENT OF $100 ON JANUARY 31, 1990 IN TIFFANY & CO. COMMON STOCK
AND EACH OF THE OTHER INDICES AND THE REINVESTMENT OF ANY SUBSEQUENT DIVIDENDS
TOTAL RETURNS ARE BASED ON MARKET CAPITALIZATION; INDICES ARE WEIGHTED AT THE
BEGINNING OF EACH PERIOD FOR WHICH A RETURN IS INDICATED
PEER COMPANY GROUP: A.T. Cross Co.; Jostens, Inc.; Lazare Kaplan International
Inc.; Little Switzerland, Inc.; The Neiman-Marcus Group, Inc.; Nordstrom, Inc.;
Reeds Jewelers, Inc.; Sotheby's Holdings; Spiegel, Inc.; Town & Country
Corporation; and Williams-Sonoma Inc.
ITEM II-APPOINTMENT OF AUDITORS
Upon the recommendation of its Audit Committee, the Board of Directors has
appointed Coopers & Lybrand L.L.P. as independent auditors to examine the
Company's consolidated financial statements for fiscal year 1995 and requests
that the stockholders approve such appointment. The Board of Directors may
review its selection if the appointment is not approved by the stockholders.
Coopers & Lybrand L.L.P. (formerly, Coopers & Lybrand) has served as
independent auditors of the Company since 1984.
19
<PAGE> 22
A representative of Coopers & Lybrand L.L.P. will be in attendance at the
Annual Meeting to respond to appropriate questions and will be afforded the
opportunity to make a statement at the meeting, if he or she desires to do so.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL.
OTHER MATTERS
Under the Company's By-laws, for business to be properly brought before any
Annual Meeting by a stockholder, the stockholder must have given notice thereof
in writing to the Secretary of the Company at 727 Fifth Avenue, New York, New
York 10022, which written notice must be received by the Secretary not less
than 60 days in advance of such meeting or, if later, the fifteenth day
following the first public disclosure of the date of such meeting (by mailing
of notice of the meeting or otherwise). A stockholder's notice to the
Secretary must set forth as to each matter the stockholder proposes to bring
before the meeting (1) a brief description of the business desired to be
brought before the meeting and the reasons for conducting such business at the
meeting, (2) the name and address, as they appear on the Company's books, of
the stockholder proposing such business, (3) the class, series and number of
shares of the Company that are beneficially owned by the stockholder, and (4)
any material interest of the stockholder in such business. In addition, the
stockholder making such proposal must promptly provide any other information
reasonably requested by the Company.
Management of the Company is not aware of any matters that will be presented by
a stockholder for action at the Annual Meeting. However, if any such matters
properly come before the meeting, it is understood that the persons named in
the enclosed form of proxy intend to vote in accordance with their judgment on
such matters.
PROPOSALS FOR THE 1996 ANNUAL MEETING
Stockholders' proposals for the 1996 Annual Meeting of Stockholders must be
received at the executive offices of the Company, 727 Fifth Avenue, New York,
New York, 10022, no later than December 8, 1995 in order to be considered in
the Company's Proxy Statement for such meeting. It is currently contemplated
that such meeting will be held on May 16, 1996.
ANNUAL REPORT
The Annual Report to Stockholders of the Company for fiscal 1994, including
financial statements, is being furnished simultaneously with this Proxy
Statement to all stockholders of record as of the close of business on March
24, 1995, the record date for voting at the Annual Meeting.
20
<PAGE> 23
PROXY CARD
Please complete, sign and mail the enclosed proxy card in the return envelope
provided so that your vote may be recorded.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Patrick B. Dorsey
Patrick B. Dorsey
Secretary
New York, New York
April 7, 1995
21
<PAGE> 24
TIFFANY & CO.
PROXY FOR ANNUAL MEETING
SOLICITED BY THE BOARD OF DIRECTORS FOR USE AT THE ANNUAL MEETING OF
STOCKHOLDERS OF TIFFANY & CO. (THE "COMPANY") TO BE HELD MAY 18, 1995 AT 10:00
A.M. NEW YORK TIME, IN THE VERSAILLES ROOM OF THE ST. REGIS HOTEL, 2 EAST 55TH
STREET AT FIFTH AVENUE, NEW YORK, NEW YORK. THE BOARD OF DIRECTORS RECOMMENDS: A
VOTE "FOR" ALL NOMINEES IN ITEM 1 AND "FOR" APPROVAL OF THE APPOINTMENT OF
COOPERS & LYBRAND L.L.P. AS INDEPENDENT AUDITORS IN ITEM 2.
SHARES REPRESENTED BY THIS PROXY WILL BE SO VOTED UNLESS OTHERWISE INDICATED,
IN WHICH CASE THEY WILL BE VOTED AS MARKED. IF NO DIRECTION IS GIVEN, SUCH
SHARES WILL BE VOTED "FOR" ITEMS 1 AND 2. IF ANY NOMINEE NAMED ON THE REVERSE
SIDE OF THIS CARD IS UNABLE TO SERVE AS A DIRECTOR, THE BOARD OF DIRECTORS MAY
NOMINATE ANOTHER PERSON OR PERSONS IN SUBSTITUTION FOR SUCH NOMINEE AND THE
PROXIES NAMED BELOW WILL VOTE FOR THE PERSON OR PERSONS SO NOMINATED OR FOR
SUCH LESSER NUMBER OF DIRECTORS AS MAY BE PRESCRIBED BY THE BOARD OF DIRECTORS.
The undersigned hereby appoints W.R. CHANEY, J.N. FERNANDEZ, and P.B. DORSEY,
and each of them, proxies, with full power of substitution, to act for the
undersigned, and to vote all shares of Common Stock represented by this proxy
which the undersigned may be entitled to vote, at the 1995 Annual Meeting of
Stockholders (and any adjournment thereof) as directed and permitted on the
reverse side of this card and, in their judgment, on such matters as may be
incident to the conduct of or may properly come before the meeting.
IMPORTANT
THIS PROXY IS CONTINUED ON THE REVERSE SIDE. PLEASE MARK, SIGN AND DATE ON
THE REVERSE SIDE AND RETURN PROMPTLY.
- --------------------------------------------------------------------------------
- FOLD AND DETACH HERE -
<PAGE> 25
_______________________________________________________________________________
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL NOMINEES IN ITEM 1 AND FOR
APPROVAL OF THE APPOINTMENT OF COOPERS & LYBRAND L.L.P. AS INDEPENDENT AUDITORS
IN ITEM 2. SHARES REPRESENTED BY THIS PROXY WILL BE SO VOTED UNLESS OTHERWISE
INDICATED, IN WHICH CASE THEY WILL BE VOTED AS MARKED.
/X/ PLEASE MARK
YOUR VOTES
LIKE THIS.
_______________
COMMON
Item 1: Election of the following nominees as Directors: William R. Chaney,
Jane Dudley, Samuel L. Hayes III, Michael J. Kowalski, Charles K.
Marquis, James E. Quinn, Yoshiaki Sakakura, William A. Shutzer and
Geraldine Stutz.
FOR AGAINST ABSTAIN
/ / / / / /
WITHHELD FOR: (Write in the nominee's name in the space provided
below).
______________________________________________________________________
Item 2: Approval of the appointment of Coopers & Lybrand L.L.P. as independent
auditors of the Company's fiscal 1995 financial statements.
FOR AGAINST ABSTAIN
/ / / / / /
I WILL ATTEND MEETING / /
Dated:__________________________________
_______________________________________
Signature of Stockholder
_______________________________________
Signature of Stockholder
NOTE: Please date and sign exactly as
name appears printed above. When shares
are held by joint owners, all should
sign. When signing as fiduciary (e.g.,
attorney, executor, administrator,
conservator, trustee or guardian),
please give title. If a corporation or
partnership, please sign in corporate
or partnership name by an authorized
person.
THIS PROXY IS CONTINUED ON THE REVERSE SIDE.
- --------------------------------------------------------------------------------
- FOLD AND DETACH HERE -
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
to be held THURSDAY, MAY 18, 1995.
TIFFANY & CO.
727 FIFTH AVENUE
NEW YORK, N.Y. 10022
________________________________________________________________________________
The Annual Meeting of Stockholders of Tiffany & Co. (the "Company") will be
held in the Versailles Room of the St. Regis Hotel, 2 East 55th Street at Fifth
Avenue, New York, New York on Thursday, May 18, 1995 at 10:00 a.m. New York
time to consider and take action on the following:
1. Election of nine (9) directors to hold office until the next annual meeting
of stockholders and until their respective successors have been elected
and qualified.
2. Approval of the appointment of Coopers & Lybrand L.L.P. as independent
auditors of the Company's fiscal 1995 financial statements.
All stockholders are cordially invited to attend, although only those
stockholders of record as of the close of business on March 24, 1995 will be
entitled to notice of and to vote at the meeting or any adjournments thereof.
The transfer books will not be closed.
A list of stockholders entitled to vote will be available for inspection by
interested stockholders at the offices of the Company, 727 Fifth Avenue, New
York, New York commencing on May 5, 1995 during ordinary business hours.
BY ORDER OF THE BOARD OF DIRECTORS
Patrick B. Dorsey
Secretary
New York, New York
April 7, 1995
YOUR VOTE IS IMPORTANT. EVEN IF IT IS YOUR DESIRE TO ATTEND THE ANNUAL MEETING,
PLEASE SIGN AND RETURN THE ABOVE PROXY IN THE ACCOMPANYING POSTAGE PAID
ENVELOPE.
________________________________________________________________________________
