<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, 1997.
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
CONTENT
Page
----
REPORT OF INDEPENDENT ACCOUNTANTS 2
FINANCIAL STATEMENTS:
Statement of Net Assets Available for Plan Benefits
with Fund Information, January 31, 1997 3
Statement of Net Assets Available for Plan Benefits
with Fund Information, January 31, 1996 4
Statement of Changes in Net Assets Available
for Plan Benefits with Fund Information
for the year ended January 31, 1997 5
Notes to Financial Statements 6-14
SUPPLEMENTAL SCHEDULES:
Item 27a - Schedule of Assets Held for
Investment Purposes as of January 31, 1997 15
Item 27d (Part I) - Schedule of Reportable
Transactions - Individual Transactions by Issue
for the year ended January 31, 1997 16
Item 27d (Part II) - Schedule of Reportable
Transactions - Series of Transactions by
Issue for the year ended January 31, 1997 17
-1-
<PAGE> 3
REPORT OF THE 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, 1997 and 1996, and the related statements of
changes in net assets available for plan benefits for the year ended January 31,
1997. 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, 1997 and 1996 and the changes in net assets available for plan benefits for
the year ended January 31, 1997, in conformity with generally accepted
accounting principles.
Our audits were performed for the purpose of forming an opinion of the financial
statements taken as a whole. The supplemental schedules of assets held for
investment purposes as of January 31, 1997 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 28, 1997
- 2 -
<PAGE> 4
Tiffany & Co. Employee Profit Sharing and Retirement Savings Plan
Statement of Net Assets Available for Plan Benefits with Fund Information
<TABLE>
<CAPTION>
January 31, 1997
-----------------------------------------------------------------------------------
Participant Directed
-----------------------------------------------------------------------------------
Pathways Pathways Pathways Stock
Stable Conservative Balanced Growth Index Growth and
Value Fund Fund Fund Fund Fund Income Fund
----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Assets
Investments, at fair value:
Scudder Trust Company:
Common and collective trust funds $ 1,362,482 $ 43,926 $ 2,081,370 $ 138,747 $ 263,078 $ --
Mutual Funds -- -- -- -- -- 3,356,934
Tiffany & Co. Common Stock -- -- -- -- -- --
Cash and cash equivalents -- -- -- -- -- --
----------- ----------- ----------- ----------- ----------- -----------
Total investments 1,362,482 43,926 2,081,370 138,747 263,078 3,356,934
----------- ----------- ----------- ----------- ----------- -----------
Receivable:
Employer's contribution 281,531 33,613 119,243 106,732 190,840 297,808
Participant contributions 133,596 16,726 59,562 53,376 92,025 145,890
Participant loans receivable -- -- -- -- -- --
----------- ----------- ----------- ----------- ----------- -----------
Total receivables 415,127 50,339 178,805 160,108 282,865 443,698
----------- ----------- ----------- ----------- ----------- -----------
Net assets available for plan benefits $ 1,777,609 $ 94,265 $ 2,260,175 $ 298,855 $ 545,943 $ 3,800,632
=========== =========== =========== =========== =========== ===========
</TABLE>
Tiffany & Co. Employee Profit Sharing and Retirement Savings Plan
Statement of Net Assets Available for Plan Benefits with Fund Information
<TABLE>
<CAPTION>
January 31, 1997
----------------------------------------------------------------------------------
Participant Directed Non-Participant
Directed
------------------------------------------------------- ---------------
Employee
AIM Templeton Tiffany & Co. Stock
Constellation Foreign I Loan Stock Ownership
Fund Fund Fund Fund Account Total
----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Assets
Investments, at fair value:
Scudder Trust Company:
Common and collective trust funds $ -- $ -- $ -- $ -- $ -- $ 3,889,603
Mutual Funds 1,484,323 101,130 -- -- -- 4,942,387
Tiffany & Co. Common Stock -- -- -- 1,178,593 4,195,288 5,373,881
Cash and cash equivalents 452 -- -- 15,211 -- 15,663
----------- ----------- ----------- ----------- ----------- -----------
Total investments 1,484,775 101,130 -- 1,193,804 4,195,288 14,221,534
----------- ----------- ----------- ----------- ----------- ----------
Receivable:
Employer's contribution 335,639 89,778 -- 218,549 1,897,913 3,571,646
Participant contributions 168,744 44,109 -- 111,996 -- 826,024
Participant loans receivable -- -- 150,456 -- -- 150,456
----------- ----------- ----------- ----------- ----------- -----------
Total receivables 504,383 133,887 150,456 330,545 1,897,913 4,548,126
----------- ----------- ----------- ----------- ----------- -----------
Net assets available for plan benefits $ 1,989,158 $ 235,017 $ 150,456 $ 1,524,349 $ 6,093,201 $18,769,660
=========== =========== =========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
-3-
<PAGE> 5
Tiffany & Co. Employee Profit Sharing and Retirement Savings Plan
Statement of Net Assets Available for Plan Benefits with Fund Information
<TABLE>
<CAPTION>
January 31, 1996
-------------------------------------------------------------------------------
Participant Directed
-------------------------------------------------------------------------------
Guaranteed
Balanced Common Special Investment
Blend Fund Stock Fund Capital Fund Contract Fund
------------ ------------ ------------ -------------
<S> <C> <C> <C> <C>
Assets
Investments, at fair value:
Harris Trust and Savings Bank:
Common and collective trust funds $ 1,248,016 $ 1,592,815 $ 631,461 $ 712,140
Tiffany & Co. Common Stock -- -- -- --
Cash and cash equivalents -- -- -- 56,766
------------ ------------ ------------ ------------
Total investments 1,248,016 1,592,815 631,461 768,906
------------ ------------ ------------ ------------
Receivables:
Employer's contribution -- -- -- --
Participant contributions 87,476 106,805 42,440 47,046
Participant loans receivable -- -- -- --
------------ ------------ ------------ ------------
Total receivables 87,476 106,805 42,440 47,046
------------ ------------ ------------ ------------
Net assets available for plan benefits $ 1,335,492 $ 1,699,620 $ 673,901 $ 815,952
============ ============ ============ ============
</TABLE>
<TABLE>
<CAPTION>
January 31, 1996
-------------------------------------------------------------------------
Non-Participant
Participant Directed Directed
---------------------------------- ---------------
Employee
Stock
Tiffany & Co. Loan Ownership
Stock Fund Fund Account Total
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Assets
Investments, at fair value:
Harris Trust and Savings Bank:
Common and collective trust funds $ -- $ -- $ -- $ 4,184,432
Tiffany & Co. Common Stock 414,316 -- 2,290,144 2,704,460
Cash and cash equivalents 5,387 -- 3,673 65,826
------------ ------------ ------------ ------------
Total investments 419,703 -- 2,293,817 6,954,718
------------ ------------ ------------ ------------
Receivables:
Employer's contribution -- -- 1,000,045 1,000,045
Participant contributions 21,647 -- -- 305,414
Participant loans receivable -- 47,879 -- 47,879
------------ ------------ ------------ ------------
Total receivables 21,647 47,879 1,000,045 1,353,338
------------ ------------ ------------ ------------
Net assets available for plan benefits $ 441,350 $ 47,879 $ 3,293,862 $ 8,308,056
============ ============ ============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
- 4 -
<PAGE> 6
<TABLE>
<CAPTION>
Tiffany & Co. Employee Profit Sharing and Retirement Savings Plan
Statement of Changes in Net Assets Available for Plan Benefits with Fund Information
for the year ended January 31, 1997
HARRIS TRUST AND SAVINGS BANK
------------------------------------------
Participant Directed
------------------------------------------
Loan Balanced GIC
Total Funds Blend Fund Fund
-------------- ------------ ------------- -------------
<S> <C> <C> <C> <C>
Additions
Net appreciation in fair market value
of investments $ 1,989,384 $ - $ 135,853 $ 1,299
Collective Fund Income earned & retained 234,502 - 23,014 42,791
Interest, dividends and other returns of funds 41,844 6,896 - -
-------------- ------------ ------------- -------------
Total investment income 2,265,730 6,896 158,867 44,090
Contributions
Employee 5,185,885 - 771,689 390,909
Employer 3,571,646 - - -
------------- ------------ ------------ -------------
8,757,531 - 771,689 390,909
------------- ------------ ------------ -------------
Total additions 11,023,261 6,896 930,556 434,999
Deductions
Benefits paid to participants 509,562 - 362,686 -
Administrative expenses 52,095 - 33,244 -
-------------- ------------ ------------- -------------
Total deductions 561,657 - 395,930 -
Transfers
Transfers from Harris Trust and Savings Bank 12,314,607 - - -
Transfers to Scudder Trust Company (12,314,607) (163,347) (1,978,994) (1,117,503)
Intra-fund transfers - 108,572 108,876 (133,448)
-------------- ------------ ------------- -------------
Total transfers - (54,775) (1,870,118) (1,250,951)
Increase/(decrease) in net assets available for plan benefits 10,461,604 (47,879) (1,335,492) (815,952)
Net assets available for plan benefits, beginning of year 8,308,056 47,879 1,335,492 815,952
-------------- ------------ ------------- -------------
Net assets available for plan benefits, end of year $ 18,769,660 $ - $ - $ -
============== ============ ============= =============
</TABLE>
<TABLE>
<CAPTION>
HARRIS TRUST AND SAVINGS BANK
---------------------------------------------------------------------
Non-Participant
Participant Directed Directed
--------------------------------------------- ------------------
Employee Stock
Common Special Tiffany & Co. Ownership
Stock Fund Capital Fund Stock Fund Account
------------- ------------- ------------- --------------
<S> <C> <C> <C> <C>
Additions
Net appreciation in fair market value
of investments $ 326,963 $ 59,770 $ 141,358 $ 958,893
Collective Fund Income earned & retained 40,027 12,754 - -
Interest, dividends and other returns of funds - - 4,241 15,739
------------- ------------- ------------- -----------
Total investment income 366,990 72,524 145,599 974,632
Contributions
Employee 997,475 389,728 236,974 -
Employer - - - -
-------------- ------------- ------------ -----------
997,475 389,728 236,974 -
-------------- ------------- ------------ -----------
Total additions 1,364,465 462,252 382,573 974,632
Deductions
Benefits paid to participants - - 17,696 129,180
Administrative expenses - - 4,067 2,949
------------- ------------- ------------- ----------
Total deductions - - 21,763 132,129
Transfers
Transfers from Harris Trust and Savings Bank - - - -
Transfers to Scudder Trust Company (2,870,996) (1,093,286) (968,281) (4,122,200)
Intra-fund transfers (193,089) (42,867) 166,121 (14,165)
------------- ------------- ------------- ------------
Total transfers (3,064,085) (1,136,153) (802,160) (4,136,365)
Increase/(decrease) in net assets available for plan benefits (1,699,620) (673,901) (441,350) (3,293,862)
Net assets available for plan benefits, beginning of year 1,699,620 673,901 441,350 3,293,862
-------------- ------------- ------------- -------------
Net assets available for plan benefits, end of year $ - $ - $ - $ -
============== ============== ============= =============
</TABLE>
<TABLE>
<CAPTION>
SCUDDER TRUST COMPANY
----------------------------------------------------------
Participant Directed
----------------------------------------------------------
Pathways Pathways Pathways
Stable Conservative Balanced Growth
Value Fund Fund Fund Fund
------------ ------------ ------------ ---------
<S> <C> <C> <C> <C>
Additions
Net appreciation in fair market value
of investments $ - $ - $ - $ -
Collective Fund Income earned & retained 17,218 982 80,628 3,625
Interest, dividends and other returns of funds 755 132 174 91
------------ ------------ ------------ ----------
Total investment income 17,973 1,114 80,802 3,716
Contributions
Employee 386,747 57,560 185,520 145,089
Employer 281,531 33,613 119,243 106,732
------------ ------------ ------------ ---------
668,278 91,173 304,763 251,821
------------ ------------- ------------ ---------
Total additions 686,251 92,287 385,565 255,537
Deductions
Benefits paid to participants - - - -
Administrative expenses - - - -
----------- ------------ ------------ ---------
Total deductions - - - -
Transfers
Transfers from Harris Trust and Savings Bank 1,117,503 - 1,978,994 -
Transfers to Scudder Trust Company - - - -
Intra-fund transfers (26,145) 1,978 (104,384) 43,318
----------- ------------ ------------ ----------
Total transfers 1,091,358 1,978 1,874,610 43,318
Increase/(decrease) in net assets available for plan 1,777,609 94,265 2,260,175 298,855
benefits
Net assets available for plan benefits, beginning of year - - - -
------------ ------------- ------------- ----------
Net assets available for plan benefits, end of year $ 1,777,609 $ 94,265 $ 2,260,175 $ 298,855
============ ============= ============= ==========
</TABLE>
<TABLE>
<CAPTION>
SCUDDER TRUST COMPANY
--------------------------------------------------------
Participant Directed
--------------------------------------------------------
Stock AIM Templeton
Index Growth and Constellation Foreign I
Fund Income Fund Fund Fund
---------- ------------- ------------- -----------
<S> <C> <C> <C> <C>
Additions
Net appreciation in fair market value
of investments $ - $ 228,727 $ 48,341 $ 2,164
Collective Fund Income earned & retained 13,463 - - -
Interest, dividends and other returns of funds 330 364 632 163
---------- ------------- ------------ -----------
Total investment income 13,793 229,091 48,973 2,327
Contributions
Employee 296,654 406,344 463,839 120,778
Employer 190,840 297,808 335,639 89,778
---------- ------------- ------------- ----------
487,494 704,152 799,478 210,556
---------- ------------- ------------ ----------
Total additions 501,287 933,243 848,451 212,883
Deductions
Benefits paid to participants - - - -
Administrative expenses - - - -
---------- ------------- ------------- -----------
Total deductions - - - -
Transfers
Transfers from Harris Trust and Savings Bank - 2,870,996 1,093,286 -
Transfers to Scudder Trust Company - - - -
Intra-fund transfers 44,656 (3,607) 47,421 22,134
---------- ------------- ------------- -----------
Total transfers 44,656 2,867,389 1,140,707 22,134
Increase/(decrease) in net assets available for plan benefits 545,943 3,800,632 1,989,158 235,017
Net assets available for plan benefits, beginning of year - - - -
---------- ------------- ------------- -----------
Net assets available for plan benefits, end of year $ 545,943 $ 3,800,632 $ 1,989,158 $ 235,017
========== ============= ============= ===========
</TABLE>
<TABLE>
<CAPTION>
SCUDDER TRUST COMPANY
--------------------------------------------
Non-Participant
Participant Directed Directed
------------------------ ----------------
Employee Stock
Loan Tiffany & Co. Ownership
Fund Stock Fund Account
---------- ------------ ----------------
<S> <C> <C> <C>
Additions
Net appreciation in fair market value
of investments $ - $ 13,103 $ 72,913
Collective Fund Income earned & retained - - -
Interest, dividends and other returns of funds - 2,099 10,228
---------- ------------ ----------------
Total investment income - 15,202 83,141
Contributions
Employee - 336,579 -
Employer - 218,549 1,897,913
---------- ------------ ----------------
- 555,128 1,897,913
---------- ------------- ----------------
Total additions - 570,330 1,981,054
Deductions
Benefits paid to participants - - -
Administrative expenses - 1,782 10,053
---------- ------------ ----------------
Total deductions - 1,782 10,053
Transfers
Transfers from Harris Trust and Savings Bank 163,347 968,281 4,122,200
Transfers to Scudder Trust Company - - -
Intra-fund transfers (12,891) (12,480) -
----------- ------------ ----------------
Total transfers 150,456 955,801 4,122,200
Increase/(decrease) in net assets available for plan benefits 150,456 1,524,349 6,093,201
Net assets available for plan benefits, beginning of year - - -
----------- ------------ ----------------
Net assets available for plan benefits, end of year $ 150,456 $ 1,524,349 $ 6,093,201
=========== ============= ================
</TABLE>
<PAGE> 7
Tiffany & Co.
Employee Profit Sharing and Retirement Savings Plan
Notes to Financial Statements
---------------
1. Description of Plan
-------------------
General:
The Tiffany & Co. Employee Profit Sharing and Retirement Savings Plan
(the "Plan") is a defined contribution plan covering all eligible
employees of Tiffany & Co. (the "Company") and certain related
companies. The Plan was originally established on February 1, 1988 as
the Tiffany & Co. Employee Stock Ownership Plan (the "ESOP"). On May
19, 1994, the Plan was amended to include a cash or deferred savings
arrangement under Section 401(k) of the Internal Revenue Code of 1986,
as amended (the "Code"), and was renamed the "Tiffany & Co. Employee
Profit Sharing and Retirement Savings Plan," effective August 1, 1994.
On October 8, 1996, the Plan was again amended to add an employer
matching contribution feature to the 401(k) component of the Plan. That
amendment became effective on February 1, 1996.
The assets of the Plan are maintained and transactions therein are
executed by Scudder Trust Company, the trustee of the Plan ("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 participants in the ESOP feature of the Plan on
February 1st immediately following their initial date of employment.
Employees become eligible to participate in the 401(k) feature of the
Plan after they have completed one year of service. A year of service
is determined by reference to the date on which the participant's
employment commenced or recommenced and consists of 12
consecutive-month periods, commencing with such date, during which the
employee has attained at least 1,000 hours of service. Persons who are
designated executive officers of the Company are not eligible to
participate in the profit sharing feature of the Plan.
Contributions:
The ESOP feature of the Plan is non-contributory on the part of
participating employees and is funded by Company contributions to be
invested exclusively in shares of Tiffany & Co. Common Stock. Company
contributions to the ESOP, if any, are based upon the achievement of
certain targeted earnings objectives established by the Board of
Directors in accordance with, and subject to, the terms and limitations
of the Plan.
- 6 -
<PAGE> 8
Tiffany & Co.
Employee Profit Sharing and Retirement Savings Plan
Notes to Financial Statements
---------------
1. Description of Plan (Continued)
-------------------------------
The 401(k) feature of the Plan is funded by both employee and employer
contributions. With respect to employee contributions, participants may
elect to have an amount of between one (1) and fifteen (15) percent of
their annual compensation, not to exceed $9,500 in 1996, subject to an
annual inflation adjustment, contributed to the 401(k) feature of the
Plan as a tax deferred contribution, subject to certain limitations
applicable to highly compensated employees.
With respect to employer contributions, following the end of each Plan
year, a contribution is made to the account of each employee who was a
participant in the 401(k) feature of the Plan as of the end of such
Plan year. Such contribution is equal to fifty percent (50%) of such
participant's total contributions to his or her account during that
year, up to three percent (3%) of such participant's compensation over
that same year. Employer contributions to a participant's account are
allocated among the various investment options in the same proportion
as the participant's own contributions.
Under certain circumstances, employee contributions and employer
matching contributions may be limited in the case of highly compensated
employees.
In November 1996, the Plan trustee was changed from Harris Trust and
Savings Bank ("Harris Bank") to the current Trustee, Scudder Trust
Company. In connection with this change, the number of investment
options available to participants in the 401(k) feature of the Plan
increased from five investment funds to an aggregate of nine common
stock and collective trust mutual funds. Such participants may now
elect to invest their 401(k) contributions in any one or a combination
of the following investment funds:
a) Scudder Stable Value Fund - a collective investment trust which
invests primarily in debt obligations of non-governmental issuers
such as insurance companies and banks. In its investments, the
Stable Value Fund seeks to preserve principal, obtain an attractive
yield (as compared to money market investments) and maintain
reasonable liquidity. The Trustee maintains diversity by assuring
that no more than 15% of the fund's assets are invested in the debt
instruments of a single issuer. The Trustee maintains credit
quality through strict credit quality standards: at least 80% of
the aggregate book value of the Trust's assets must be invested in
obligations issued by companies that are rated in, or judged by the
Trustee as comparable to, the Aaa or Aa rating categories by
Standard & Poor's Corporation. Among the debt instruments in which
the fund invests are guaranteed investment contracts, bank
investment contracts, private placements and cash equivalents.
- 7 -
<PAGE> 9
Tiffany & Co.
Employee Profit Sharing and Retirement Savings Plan
Notes to Financial Statements
---------------
1. Description of Plan (Continued)
-------------------------------
b) Scudder Growth and Income Fund - a mutual fund which invests
primarily in common stocks, preferred stocks, and securities
convertible into common stocks issued by companies in the United
States. This fund seeks to invest in companies which offer the
prospect for growth of earnings while paying current dividends. The
fund may also invest in foreign securities that meet the foregoing
criteria. Scudder, Stevens & Clark, Inc. is the investment advisor
to the fund. Diversification is sought by allocation of investments
among different industries, countries and companies.
c) Scudder Stock Index Fund - a collective investment trust which
invests primarily in those stocks that make up the Standard &
Poor's 500 Stock Index. As such, the Stock Index Fund is an
un-managed fund which seeks to replicate as closely as practical
performance of the Standard & Poor's 500 Index. Diversification is
a by-product of the fund's investment objective.
d) AIM Constellation Fund - a mutual fund which invests primarily in
common stocks, preferred stocks, and securities convertible into
common stocks issued by small and medium-sized companies in the
United States. The fund's emphasis is upon stocks with
higher-than-expected earnings and stocks of companies that have
grown at twice the rate of the average company during the previous
10 years; the Constellation Fund sells stocks when the issuer
reports a deceleration in earnings growth or an earnings
disappointment. The fund may also invest in foreign securities that
meet the foregoing criteria; up to 20% of its portfolio may consist
of such securities. Diversification is sought by allocation of
investments among different industries, countries and companies.
e) Templeton Foreign I Fund - a mutual fund which invests primarily in
common stocks issued by companies located outside the United
States. The fund may purchase securities from issuers located in
any country other than the United States, including underdeveloped
countries. Although the fund's emphasis is upon common stock, it
may purchase preferred stock and certain debt securities, rated or
unrated, such as convertible bonds. The issuers of debt obligations
purchased by the fund can include foreign governments. Templeton
Global Advisors Limited is the investment advisor to the Fund.
Diversification is sought by allocation of investments among
different industries, countries and companies.
- 8 -
<PAGE> 10
Tiffany & Co.
Employee Profit Sharing and Retirement Savings Plan
Notes to Financial Statements
---------------
1. Description of Plan (Continued)
-------------------------------
f) Tiffany & Co. Stock Fund - invests only in shares of Tiffany & Co.
Common Stock purchased by the Trustee on the open market. No
diversification is sought.
g) Scudder Pathways Conservative Fund - a diversified investment
portfolio with an emphasis on income. This collective investment
trust can invest in any of the money market, bond, and stock mutual
funds managed by Scudder, Stevens and Clark, Inc. It must hold at
least five such funds at all times.
h) Scudder Pathways Balanced Fund - a diversified investment portfolio
with a balance between growth and income. This collective
investment trust can invest in any of the money market, bond, and
stock mutual funds managed by Scudder, Stevens and Clark, Inc. It
must hold at least five such funds at all times.
i) Scudder Pathways Growth Fund - a diversified investment portfolio
with an emphasis on growth. This collective investment trust can
invest in any of the money market, bond, and stock mutual funds
managed by Scudder, Stevens and Clark, Inc. It must hold at least
five such funds at all times.
Prior to November 1996, participant contributions were maintained in
five funds under an agreement with Harris Bank as follows:
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.
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. Under
this investment structure, there is no guaranteed return to the
plan.
- 9 -
<PAGE> 11
Tiffany & Co.
Employee Profit Sharing and Retirement Savings Plan
Notes to Financial Statements
---------------
1. Description of Plan (Continued)
-------------------------------
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 401(k) account is credited with the participant's
contribution, if any, employer contributions, if any, and an allocation
of each selected fund's earnings or losses. Allocations are based on
participant account balances.
The Company's contribution for each Plan year under the ESOP feature of
the Plan is allocated to participants' accounts on a per capita basis.
Vesting:
All amounts contributed by employees under the 401(k) feature of the
Plan are immediately 100% vested and nonforfeitable at all times.
Employer contributions become 100% vested and nonforfeitable after the
participant has completed two years of service.
Contributions to participant accounts associated with the ESOP feature
of the Plan become 100% vested and nonforfeitable when the participant
has completed two years of service. A participant also becomes vested
in his or her ESOP account upon 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.
In the event a participant leaves the Company prior to becoming fully
vested, the participant will forfeit the shares in his or her ESOP
account and such shares will remain in the Plan to be reallocated
amongst the remaining participants in the Plan's ESOP feature. The
participant will also forfeit any assets in his or her 401(k) account
representing employer contributions and such assets will be made
available to offset required matching employer contributions to other
participants' accounts.
- 10 -
<PAGE> 12
Tiffany & Co.
Employee Profit Sharing and Retirement Savings Plan
Notes to Financial Statements
---------------
1. Description of Plan (Continued)
-------------------------------
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 401(k) accounts up to a maximum
amount equal to the lesser of $50,000 or 50 percent of their 401(k)
account balance. All loans must be repaid within five years unless they
are used by the participant to purchase a primary residence. Loans are
also subject to certain other conditions as to security, a reasonable
rate of interest and repayment schedules.
Participants may also obtain a withdrawal, in cash, of all or a portion
of the value of their 401(k) account contributions (excluding earnings
thereon) and their rollover contributions, if any, on the basis of
hardship.
Payments 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 whole shares held in the ESOP feature of the Plan which
are distributed in the form of a stock certificate. 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.
Subject to certain mandatory distribution provisions, in the event of
retirement, a participant may elect to defer his/her distribution until
the next Plan year thereby entitling the participant to his or her
proportionate share of the Company's contribution to the ESOP feature
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.
- 11 -
<PAGE> 13
Tiffany & Co.
Employee Profit Sharing and Retirement Savings Plan
Notes to Financial Statements
---------------
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 Scudder,
Stevens and Clark, Inc. Because Scudder Trust Company, the Plan
Trustee, is an affiliate of Scudder, Stevens and Clark, Inc.,
investment transactions in the Plan may qualify as party-in-interest
transactions.
4. Tax Status
----------
The Plan has received a favorable letter of determination from the
Internal Revenue Service for all changes to the Plan through January
31, 1996. The Plan has been amended since receiving this determination
letter. However, it is the belief of the plan administrator that the
Plan is currently designed and is being operated in compliance with the
applicable requirements of the Internal Revenue Code. Accordingly, no
provision for Federal income taxes has been made in the accompanying
financial statements.
5. Concentration of Credit and Market Risk
---------------------------------------
The Plan provides for various investment options in any one or a
combination of common and collective trust funds and mutual funds which
invest in a variety of stocks, bonds, fixed income securities, mutual
funds, guaranteed investment contracts, bank investment contracts and
other investment securities. Investment securities are exposed to
various risks, such as interest rate, market and credit. Due to the
level of risk associated with certain investment securities and the
level of uncertainty related to changes in the value of investment
securities, it is at least reasonably possible that changes in risks in
the near term would materially affect participants' account balances
and the amounts reported in the statements of net assets available for
Plan benefits and the statement of changes in net assets available for
Plan benefits.
- 12 -
<PAGE> 14
Tiffany & Co.
Employee Profit Sharing and Retirement Savings Plan
Notes to Financial Statements
-------------------
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.
In addition, in the event of the dissolution, merger, consolidation or
reorganization of the Company, the Plan will automatically terminate
and the Plan's assets will be liquidated unless the Plan is continued
by a successor to the Company.
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,
1997 1996
---- ----
<S> <C> <C>
Net assets available for plan benefits per
the financial statements $18,769,660 $ 8,308,056
Amounts allocated to withdrawing
participants -- (53,428)
----------- -----------
Net assets available for plan benefits
per the Form 5500 $18,769,660 $ 8,254,628
=========== ===========
</TABLE>
- 13 -
<PAGE> 15
Tiffany & Co.
Employee Profit Sharing and Retirement Savings Plan
Notes to Financial Statements
---------------
7. Reconciliation of Financial Statements to Form 5500 (continued)
---------------------------------------------------------------
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, 1997
----------------
<S> <C>
Benefits paid to participants per the
financial statements $ 509,562
Less: Amounts allocated to withdrawing
participants at January 31, 1996 (53,428)
Add: Amounts allocated to withdrawing
participants at January 31, 1997 --
---------
Benefits paid to participants per the
Form 5500 $ 456,134
=========
</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, 1997, but not yet paid as of that date.
- 14 -
<PAGE> 16
Tiffany & Co.
Employee Profit Sharing and Retirement Savings Plan
Line 27a - Schedule of Assets Held for Investment Purposes
January 31, 1997
<TABLE>
<CAPTION>
Principal
Amount, # of
Shares or
Unit of
Participation Description Cost Fair Value
- ------------- ----------- ---- ----------
<S> <C> <C> <C>
Loans $ 150,456 $ 150,456
1,362,482 sh. Scudder Stable Value Fund 1,362,482 1,362,482
3,333 sh. Scudder Pathways Income Fund 42,949 43,926
115,439 sh. Scudder Pathways Balanced Fund 2,004,368 2,081,370
9,092 sh. Scudder Pathways Growth Fund 135,133 138,747
12,492 sh. Scudder Stock Index Fund 249,702 263,078
139,350 sh. Scudder Growth & Income Fund 3,255,985 3,356,934
56,740 sh. AIM Constellation Fund 1,479,793 1,484,775
30,889 sh. Tiffany & Co. Stock Fund 882,291 1,193,804
113,375 sh. Tiffany & Co. ESOP 2,596,674 4,195,288
9,361 sh. Templeton Foreign Fund 99,342 101,130
Total $ 12,259,175 $14,371,990
</TABLE>
- 15 -
<PAGE> 17
Tiffany & Co.
Employee Profit Sharing and Retirement Savings Plan
Form 5500, Item 27(d) (Part I)
Schedule of Reportable Transactions - Individual Transactions by Issue
for the year ended January 31, 1997
<TABLE>
<CAPTION>
Fair
Value of
Asset on
Description of Purchase Selling Cost of Transaction Net
Asset/Fund Price Price Asset Date Gain
- --------------------------------------- ----------- ----------- ----------- ------------ ----------
<S> <C> <C> <C> <C> <C>
Tiffany & Co. New Common Stock $ 452,714 $ - $ 452,714 $ 452,714 $ -
Tiffany & Co. New Common Stock - 450,886 448,558 450,886 2,328
Invested Cash 565,722 - 565,722 565,722 -
Invested Cash - 539,375 539,375 539,375 -
Invested Cash 385,322 - 385,322 385,322 -
Invested Cash 7,072,718 - 7,072,718 7,072,718 -
Invested Cash - 7,072,718 7,072,718 7,072,718 -
Harris Bank Collective Investment Fund
Balanced Blend Fund - 1,978,994 1,847,324 1,978,994 131,670
Harris Bank Collective Investment Fund
Common Stock Fund - 2,870,996 2,569,545 2,870,996 301,451
Harris Bank Collective Investment Fund
Special Capital Fund - 1,093,286 1,037,520 1,093,286 55,766
Harris Bank Collective Investment Fund
Guaranteed Investment Contract Fund - 1,117,503 1,115,849 1,117,503 1,654
Scudder Stable Value Fund 1,117,503 - 1,117,503 1,117,503 -
Scudder Pathways Balanced Funds 1,970,994 - 1,978,994 1,978,994 -
Scudder Growth and Income Fund 2,870,996 - 2,870,996 2,870,996 -
Scudder AIM Constellation Fund 1,093,286 - 1,093,286 1,093,286 -
</TABLE>
- 16 -
<PAGE> 18
<TABLE>
<CAPTION>
Tiffany & Co.
Employee Profit Sharing and Retirement Savings Plan
Form 5500, Item 27(d) (Part II)
Schedule of Reportable Transactions - Series of Transactions by Issue
for the year ended January 31, 1997
Fair
Value of
Asset on
Description of Purchase # of Selling # of Cost of Transaction Net
Asset/Fund Price Transactions Price Transactions Asset Date Gain
- ---------------------------------------- ------------ ----------- ------------- ----------- ------------ ------------ ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Tiffany & Co. New Common Stock $ 755,523 23 $ 755,523 $ 755,523 $ -
$ 543,918 52 534,106 543,918 9,812
Invested Cash 11,426,019 193 11,426,019 11,426,019 -
11,490,795 149 11,490,795 11,490,795 -
Harris Bank Collective Investment Fund
Balanced Blend Fund 866,592 79 866,592 866,592 -
2,250,461 125 2,114,608 2,250,461 135,853
Harris Bank Collective Investment Fund
Common Stock Fund 1,418,133 112 1,418,133 1,418,133 -
3,337,912 136 3,010,948 3,337,912 326,964
Harris Bank Collective Investment Fund
Special Capital Fund 536,915 86 536,915 536,915 -
1,228,149 111 1,168,375 1,228,149 59,774
Harris Bank Collective Investment Fund
Guaranteed Investment Contract Fund 609,657 67 609,657 609,657 -
1,323,096 85 1,321,797 1,323,096 1,299
</TABLE>
- 17 -
<PAGE> 19
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: August 1, 1997 s/s Stephen M. Salyk
------------------------------------
Stephen M. Salyk
Member of Plan Administrative Committee
- 18 -
