SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
FORM 11-K
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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 [NO FEE REQUIRED].
For the fiscal year ended January 31, 1998.
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>
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, 1998 3
Statement of Net Assets Available for Plan Benefits
with Fund Information, January 31, 1997 4
Statement of Changes in Net Assets Available
for Plan Benefits with Fund Information
for the year ended January 31, 1998 5
Notes to Financial Statements 6-11
SUPPLEMENTAL SCHEDULES:
Item 27a - Schedule of Assets Held for
Investment Purposes as of January 31, 1998 12
Item 27d (Part I) - Schedule of Reportable
Transactions - Individual Transactions by Issue
for the year ended January 31, 1998 13
Item 27d (Part II) - Schedule of Reportable
Transactions - Series of Transactions by
Issue for the year ended January 31, 1998 14
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<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
August 10, 1998
To the Tiffany & Co. Employee Profit Sharing and Retirement Savings Plan
Committee:
In our opinion, the accompanying statements of net assets available for plan
benefits and the related statement of changes in net assets available for plan
benefits present fairly, in all material respects, the net assets available for
plan benefits of the Tiffany & Co. Employee Profit Sharing and Retirement
Savings Plan (the "Plan") at January 31, 1998 and 1997 and the changes in net
assets available for plan benefits for the year ended January 31, 1998, in
conformity with generally accepted accounting principles. 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 of these statements in accordance with generally accepted
auditing standards which require that we plan and perform the audits 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, assessing the
accounting principles used and significant estimates made by management and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.
Our audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The supplemental schedules of assets held for
investment purposes as of January 31, 1998 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. These supplemental schedules are the responsibility of the Plan's
management. The Fund information in the statements of net assets available for
plan benefits and the statement of changes in net assets available for plan
benefits is presented for purposes of additional analysis rather than to present
the net assets available for plan benefits and changes in net assets available
for plan benefits for each fund. The supplemental schedules and Fund information
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.
PricewaterhouseCoopers LLP
Parsippany, New Jersey
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<PAGE>
<TABLE>
<CAPTION>
Tiffany & Co. Employee Profit Sharing and Retirement Savings Plan
Statement of Net Assets Available for Plan Benefits with Fund Information
January 31, 1998
-----------------------------------------------------------------------------------------
Participant Directed
-----------------------------------------------------------------------------------------
Pathways Pathways Pathways Stock AIM
Stable Conservative Balanced Growth Index Growth and Constellation
Value Fund Fund Fund Fund Fund Income Fund Fund
---------- ---------- ---------- ---------- ---------- ---------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Assets
Investments, at fair value:
Scudder Trust Company:
Common and collective
trust funds $2,709,187 $ -- $ -- $ -- $1,542,075 $ -- $ --
Mutual Funds -- 293,579 2,749,454 821,445 -- 5,846,307 3,117,896
Tiffany & Co. Common Stock -- -- -- -- -- -- --
Cash and cash equivalents 3,658 -- -- -- -- -- --
---------- ---------- ---------- ---------- ---------- ---------- ----------
Total investments 2,712,845 293,579 2,749,454 821,445 1,542,075 5,846,307 3,117,896
---------- ---------- ---------- ---------- ---------- ---------- ----------
Receivable:
Employer's contribution 307,705 47,666 158,224 132,820 262,930 421,057 391,028
Participant contributions 32,107 4,035 13,168 12,422 24,200 39,299 35,783
Participant loans receivable -- -- -- -- -- -- --
---------- ---------- ---------- ---------- ---------- ---------- ----------
Total receivables 339,812 51,701 171,392 145,242 287,130 460,356 426,811
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net assets available for plan benefits $3,052,657 $ 345,280 $2,920,846 $ 966,687 $1,829,205 $6,306,663 $3,544,707
========== ========== ========== ========== ========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
January 31, 1998
----------------------------------------------------------
Non-Participant
Participant Directed Directed
---------------------------------------- ---------------
Employee
Templeton Tiffany & Co. Stock
Foreign I Loan Stock Ownership
Fund Fund Fund Account Total
----------- --------- ------------ ---------- ---------
Assets
<S> <C> <C> <C> <C> <C>
Investments, at fair value:
Scudder Trust Company:
Common and collective
trust funds $ -- $ -- $ -- $ -- $ 4,251,262
Mutual Funds 687,527 -- -- -- 13,516,208
Tiffany & Co. Common Stock -- -- 2,579,087 5,891,659 8,470,746
Cash and cash equivalents -- -- 10,209 -- 13,867
----------- --------- ----------- ----------- -----------
Total investments 687,527 -- 2,589,296 5,891,659 26,252,083
----------- --------- ----------- ----------- -----------
Receivable:
Employer's contribution 108,390 -- 322,242 1,400,000 3,552,062
Participant contributions 11,168 -- 28,215 -- 200,397
Participant loans receivable -- 444,567 -- -- 444,567
----------- --------- ----------- ----------- -----------
Total receivables 119,558 444,567 350,457 1,400,000 4,197,026
----------- --------- ----------- ----------- -----------
Net assets available for plan benefits $ 807,085 $ 444,567 $ 2,939,753 $ 7,291,659 $30,449,109
=========== ========= =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
-3-
<PAGE>
<TABLE>
<CAPTION>
Tiffany & Co. Employee Profit Sharing and Retirement Savings Plan
Statement of Net Assets Available for Plan Benefits with Fund Information
January 31, 1997
-----------------------------------------------------------------------
Participant Directed
-----------------------------------------------------------------------
Managed Managed Managed
Retirement Retirement Retirement
Trust Trust Trust 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>
<TABLE>
<CAPTION>
January 31, 1997
------------------------------------------------------------------------
Non-Participant
Participant Directed 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.
-4-
<PAGE>
<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, 1998
January 31, 1998
--------------------------------------------------------------------------------------------
Participant Directed
--------------------------------------------------------------------------------------------
Managed Managed Managed
Retirement Retirement Retirement
Trust Trust Trust Pathways Pathways
Stable Conservative Balanced Growth Conservative Balanced
Value Fund Fund Fund Fund Fund Fund
---------- ------------ ---------- ------------ ------------- -----------
<S> <C> <C> <C> <C> <C> <C>
Additions
Net appreciation
(depreciation)
in fair market value
of investments $ -- $ (95) $ (11,875) $ (3,807) $ 7,680 $ 183,399
Collective Fund Income
earned & retained 140,188 -- -- -- -- --
Interest, dividends and
other returns of funds 5,569 118 155 83 13,639 119,545
---------- ----------- ---------- --------- ---------- ---------
Total investment income 145,757 23 (11,720) (3,724) 21,319 302,944
Contributions and rollovers
Participant 1,052,829 17,030 78,678 55,916 153,552 451,298
Employer 307,705 -- -- -- 47,665 158,224
---------- ----------- ---------- --------- ---------- ----------
1,360,534 17,030 78,678 55,916 201,217 609,522
---------- ----------- ---------- --------- ---------- ----------
Total additions 1,506,291 17,053 66,958 52,192 222,536 912,466
Deductions
Withdrawals and distributions 256,191 (348) 19,849 8,031 7,611 163,819
Administrative expenses 2,169 -- -- -- 81 881
---------- ----------- ---------- --------- ---------- ----------
Total deductions 258,360 (348) 19,849 8,031 7,692 164,700
Net increase prior
to intra-fund transfers 1,247,931 17,401 47,109 44,161 214,844 747,766
Intra-fund transfers 27,117 (111,666) (2,307,284) (343,016) 130,436 2,173,080
---------- ----------- ---------- --------- ---------- ----------
Increase (decrease) in net assets
available for plan benefits 1,275,048 (94,265) (2,260,175) (298,855) 345,280 2,920,846
Net assets available
for plan benefits,
beginning of year 1,777,609 94,265 2,260,175 298,855 -- --
---------- ----------- ---------- --------- ---------- ----------
Net assets available
for plan benefits,
end of year $3,052,657 $ -- $ -- $ -- $ 345,280 $2,920,846
========== =========== ========== ========= ========== ==========
</TABLE>
<TABLE>
<CAPTION>
January 31, 1998
------------------------------------------------------------
Participant Directed
------------------------------------------------------------
Pathways Stock AIM
Growth Index Growth and Constellation
Fund Fund Income Fund Fund
-------- ----------- ----------- -------------
<S> <C> <C> <C> <C>
Additions
Net appreciation (depreciation) in fair market value
of investments $ 38,094 $ 244,168 $ 563,206 $ (34,901)
Collective Fund Income earned & retained -- 502 -- --
Interest, dividends and other returns of funds 27,853 4,390 524,831 227,000
Total investment income -------- ----------- ---------- -----------
65,947 249,060 1,088,037 192,099
Contributions and rollovers
Participant 444,076 828,038 1,363,162 1,312,115
Employer 132,820 262,930 421,057 391,028
-------- ----------- ---------- -----------
576,896 1,090,968 1,784,219 1,703,143
-------- ----------- ---------- -----------
Total additions 642,843 1,340,028 2,872,256 1,895,242
Deductions
Withdrawals and distributions 24,291 46,190 375,600 180,768
Administrative expenses 169 356 363 44
-------- ----------- ---------- -----------
Total deductions 24,460 46,546 375,963 180,812
Net increase prior to intra-fund transfers 618,383 1,293,482 2,496,293 1,714,430
Intra-fund transfers 348,304 (10,220) 9,738 (158,881)
-------- ----------- ---------- -----------
Increase (decrease) in net assets available for
plan benefits 966,687 1,283,262 2,506,031 1,555,549
Net assets available for plan benefits, beginning of year -- 545,943 3,800,632 1,989,158
-------- ----------- ---------- -----------
Net assets available for plan benefits, end of year $966,687 $ 1,829,205 $6,306,663 $ 3,544,707
======== =========== ========== ===========
</TABLE>
<TABLE>
<CAPTION>
January 31, 1998
----------------------------------------- -------------------
Non-Participant
Participant Directed Directed
----------------------------------------- -------------------
Templeton Tiffany & Co. Employee Stock
Foreign I Loan Stock Ownership
Fund Fund Fund Account Total
---------- -------- ------------- ------------- ------
<S> <C> <C> <C> <C> <C>
Additions
Net appreciation (depreciation) in fair market value
of investments $ (55,514) $ -- $ (35,576) $ 264,595 $ 1,159,374
Collective Fund Income earned & retained -- -- -- -- 140,690
Interest, dividends and other returns of funds 68,404 -- 17,922 50,212 1,059,721
--------- --------- ----------- ----------- -----------
Total investment income 12,890 -- (17,654) 314,807 2,359,785
Contributions and rollovers
Participant 397,434 -- 1,026,548 -- 7,180,676
Employer 108,390 -- 322,242 1,400,000 3,552,061
--------- --------- ----------- ----------- -----------
505,824 -- 1,348,790 1,400,000 10,732,737
--------- --------- ----------- ----------- -----------
Total additions 518,714 -- 1,331,136 1,714,807 13,092,522
Deductions
Withdrawals and distributions 12,617 (294,111) 96,791 511,655 1,408,954
Administrative expenses -- -- 50 6 4,119
--------- --------- ----------- ----------- -----------
Total deductions 12,617 (294,111) 96,841 511,661 1,413,073
Net increase prior to intra-fund transfers 506,097 294,111 1,234,295 1,203,146 11,679,449
Intra-fund transfers 65,971 -- 181,109 (4,688) --
--------- --------- ----------- ----------- -----------
Increase (decrease) in net assets available
for plan benefits 572,068 294,111 1,415,404 1,198,458 11,679,449
Net assets available for plan benefits, beginning of year 235,017 150,456 1,524,349 6,093,201 18,769,660
--------- --------- ----------- ----------- -----------
Net assets available for plan benefits, end of year $ 807,085 $ 444,567 $ 2,939,753 $ 7,291,659 $30,449,109
========= ========= =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements
-5-
<PAGE>
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"),
an affiliate of Scudder Kemper Investments, Inc. 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>
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 $10,000 in 1997, 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.
Participants may elect to invest their 401(k) contributions in any one
or a combination of the following nine investment funds managed by the
Trustee:
a) 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.
b) 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 Kemper
Investments, Inc. is the investment advisor to the fund.
Diversification is sought by allocation of investments among
different industries, countries and companies.
-7-
<PAGE>
TIFFANY & CO.
EMPLOYEE PROFIT SHARING AND RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
---------------
c) 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 unmanaged 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.
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) Pathways Conservative Fund - a diversified mutual fund portfolio
with an emphasis on income. This portfolio invests in any of the
money market, bond and stock mutual funds managed by Scudder Kemper
Investments, Inc.
h) Pathways Balanced Fund - a diversified mutual fund portfolio with a
balance between growth and income. This portfolio invests in any of
the money market, bond and stock mutual funds managed by Scudder
Kemper Investments, Inc.
i) Pathways Growth Fund - a diversified mutual fund portfolio with an
emphasis on growth. This portfolio invests in any of the money
market, bond and stock mutual funds managed by Scudder Kemper
Investments, Inc.
-8-
<PAGE>
TIFFANY & CO.
EMPLOYEE PROFIT SHARING AND RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
---------------
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. Forfeitures totaled $8,895 for the year ended
January 31, 1998.
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 LOANS AND WITHDRAWLS:
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 collateral, 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.
-9-
<PAGE>
TIFFANY & CO.
EMPLOYEE PROFIT SHARING AND RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
---------------
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.
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 Kemper
Investments, Inc. Because Scudder Trust Company, the Plan Trustee, is
an affiliate of Scudder Kemper Investments, Inc., investment
transactions in such mutual funds are considered to be exempt
party-in-interest transactions under Department of Labor's rules and
regulations.
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.
-10-
<PAGE>
TIFFANY & CO.
EMPLOYEE PROFIT SHARING AND RETIREMENT SAVINGS PLAN
NOTES TO 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.
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.
-11-
<PAGE>
TIFFANY & CO.
EMPLOYEE PROFIT SHARING AND RETIREMENT SAVINGS PLAN
LINE 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
JANUARY 31, 1998
<TABLE>
<CAPTION>
PRINCIPAL AMOUNT,
# OF SHARES OR UNIT
OF PARTICIPATION DESCRIPTION COST FAIR VALUE
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Loans $ 444,567 $ 444,567
- ------------------------------------------------------------------------------------------------
3,658 sh. Cash Investment Trust 3,658 3,658
- ------------------------------------------------------------------------------------------------
2,709,187 sh. Stable Value Fund 2,709,187 2,709,187
- ------------------------------------------------------------------------------------------------
22,864 sh. Pathways Conservative Fund 286,820 293,579
- ------------------------------------------------------------------------------------------------
211,822 sh. Pathways Balanced Fund 2,586,925 2,749,454
- ------------------------------------------------------------------------------------------------
61,763 sh. Pathways Growth Fund 787,704 821,445
- ------------------------------------------------------------------------------------------------
57,756 sh. Stock Index Fund 1,303,113 1,542,075
- ------------------------------------------------------------------------------------------------
212,980 sh. Growth & Income Fund 5,248,961 5,846,307
- ------------------------------------------------------------------------------------------------
120,475 sh. AIM Constellation Fund 3,171,612 3,117,896
- ------------------------------------------------------------------------------------------------
66,556 sh. Tiffany & Co. Stock Fund 2,390,299 2,579,087
- ------------------------------------------------------------------------------------------------
152,043 sh. Tiffany & Co. ESOP 4,180,013 5,891,659
- ------------------------------------------------------------------------------------------------
10,209 sh. Tiffany & Co. Stock Pending 10,209 10,209
- ------------------------------------------------------------------------------------------------
68,822 sh. Templeton Foreign Fund 740,272 687,527
- ------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------
Total $ 23,863,340 $ 26,696,650
- ------------------------------------------------------------------------------------------------
</TABLE>
-12-
<PAGE>
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, 1998
-----------------
<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>
Scudder Pathways Balanced Fund $2,153,976 $ -- $ -- $ -- $ --
Managed Retirement Trust - Balanced Fund -- 2,153,976 2,092,536 2,153,976 61,440
</TABLE>
-13-
<PAGE>
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, 1998
-----------------
<TABLE>
<CAPTION>
Description of Purchase # of Selling
Asset/Fund Price Transactions Price
---------- ---------- ------------ ----------
<S> <C> <C> <C>
Stable Value Fund $1,973,756 301 $ --
Growth and Income Fund 2,610,388 243 --
Pathways - Balanced Fund 2,910,805 139 --
Stock Index Fund 1,256,991 201 --
Managed Retirement Trust - Balanced Fund -- -- 2,215,091
Aim Constellation fund 2,205,901 200 --
Tiffany & Co. Stock Fund 1,856,476 137 --
</TABLE>
<TABLE>
<CAPTION>
Fair
Value of
Asset on
Description of # of Cost of Transaction Net
Asset/Fund Transactions Asset Date Gain
-------------- ------------ ---------- ----------- ------
<S> <C> <C> <C> <C>
Stable Value Fund -- $1,973,756 $1,973,756 $ --
Growth and Income Fund -- 2,610,388 2,610,388 --
Pathways - Balanced Fund -- 2,910,805 2,910,805 --
Stock Index Fund -- 1,256,991 1,256,991 --
Managed Retirement Trust - Balanced Fund 25 2,150,402 2,150,402 64,689
Aim Constellation fund -- 2,205,901 2,205,901 --
Tiffany & Co. Stock Fund -- 1,856,476 1,856,476 --
</TABLE>
-14-
<PAGE>
SIGNATURES
THE PLAN. Pursuant to the requirements of the Securities Exchange Act of
1934, the trustees (or other persons who administer the employee benefit plan)
have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
Tiffany & Co. Employee Profit Sharing and Retirement Savings Plan
(Name of Plan)
Date: August 13, 1998 /s/ Stephen M. Salyk
---------------------------------------
Stephen M. Salyk
Member of Plan Administrative Committee
-15-
