SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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, 1999.
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
CONTENTS
Page
REPORT OF INDEPENDENT ACCOUNTANTS 2
FINANCIAL STATEMENTS:
Statement of Net Assets Available for Benefits
with Fund Information, January 31, 1999 3
Statement of Net Assets Available for Benefits
with Fund Information, January 31, 1998 4
Statement of Changes in Net Assets Available
for Benefits with Fund Information
for the year ended January 31, 1999 5
Notes to Financial Statements 6-12
SUPPLEMENTAL SCHEDULES:
Item 27a - Schedule of Assets Held for
Investment Purposes as of January 31, 1999 13
Item 27d (Part II) - Schedule of Reportable
Transactions - Series of Transactions by
Issue for the year ended January 31, 1999 14
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants and Committee of the Tiffany & Co. Employee Profit Sharing
and Retirement Savings Plan:
In our opinion, the accompanying statements of net assets available for benefits
and the related statement of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of the Tiffany & Co. Employee Profit Sharing and Retirement Savings Plan (the
"Plan") at January 31, 1999 and 1998 and the changes in net assets available for
benefits for the year ended January 31, 1999, 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, 1999 and reportable transactions 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 fund information in the statements of net assets available for
benefits and the statement of changes in net assets available for benefits is
presented for purposes of additional analysis rather than to present the net
assets available for benefits and changes in net assets available for benefits
for each fund. These supplemental schedules and fund information are the
responsibility of the Plan's management. 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
Florham Park, New Jersey
July 16, 1999
-2-
<PAGE>
Tiffany & Co. Employee Profit Sharing and Retirement Savings Plan
Statement of Net Assets Available for Benefits with Fund Information
<TABLE>
<CAPTION>
January 31, 1999
-----------------------------------------------------------------------
Participant Directed
----------------------------------------------------------------------
Pathways Pathways Pathways Stock
Stable Conservative Balanced Growth Index
Value Fund Fund Fund Fund Fund
---------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Assets
Investments, at fair value:
Scudder Trust Company:
Common and collective
trust funds $ 4,461,571 $ - $ - $ - $ 4,053,424
Mutual Funds - 473,419 3,235,823 1,558,290 -
Tiffany & Co. Common Stock - - - - -
Cash and cash equivalents - - - - -
----------- ----------- ----------- ----------- -----------
Total investments 4,461,571 473,419 3,235,823 1,558,290 4,053,424
----------- ----------- ----------- ----------- -----------
Receivables:
Employer's contribution 372,502 45,105 166,630 157,272 386,507
Participant contributions 39,872 4,226 15,682 13,588 36,001
Participant loans receivable - - - - -
----------- ----------- ----------- ----------- -----------
Total receivables 412,374 49,331 182,312 170,860 422,508
----------- ----------- ----------- ----------- -----------
Net assets available for benefits $ 4,873,945 $ 522,750 $ 3,418,135 $ 1,729,150 $ 4,475,932
=========== =========== =========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
January 31, 1999
-------------------------------------------------------------------------------------------------
Non-Participant
Participant Directed Directed
---------------------------------------------------------------------- --------------
Employee
AIM Templeton Tiffany & Co. Stock
Growth and Constellation Foreign I Loan Stock Ownership
Income Fund Fund Fund Fund Fund Account Total
-------------- ------------- ---------- ----------- ------------- -------------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Assets
Investments, at fair value:
Scudder Trust Company:
Common and collective
trust funds $ - $ - $ - $ - $ $ - $ 8,514,995
Mutual Funds 7,336,768 5,277,210 1,025,821 - - - 18,907,331
Tiffany & Co. Common Stock - - - - 5,298,307 9,991,213 15,289,520
Cash and cash equivalents - - - - 170,366 - 170,366
----------- ----------- ----------- ----------- ----------- ----------- -----------
Total investments 7,336,768 5,277,210 1,025,821 - 5,468,673 9,991,213 42,882,212
----------- ----------- ----------- ----------- ----------- ----------- -----------
Receivables:
Employer's contribution 477,359 396,107 110,887 - 382,248 1,600,000 4,094,617
Participant contributions 46,752 36,110 11,169 - 31,045 - 234,445
Participant loans receivable - - - 810,805 - - 810,805
----------- ----------- ----------- ----------- ----------- ----------- -----------
Total receivables 524,111 432,217 122,056 810,805 413,293 1,600,000 5,139,867
----------- ----------- ----------- ----------- ----------- ----------- -----------
Net assets available for benefits $ 7,860,879 $ 5,709,427 $ 1,147,877 $ 810,805 $ 5,881,966 $11,591,213 $48,022,079
=========== =========== =========== =========== =========== =========== ===========
</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 Benefits with Fund Information
January 31, 1998
----------------------------------------------------------------------------
Participant Directed Directed
----------------------------------------------------------------------------
Pathways Pathways Pathways Stock
Stable Conservative Balanced Growth Index
Value Fund Fund Fund Fund Fund
---------- ------------- ---------- ------- --------
<S> <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 -
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
----------- ---------- ------------ --------- ----------
Receivables:
Employer's contribution 307,705 47,666 158,224 132,820 262,930
Participant contributions 32,107 4,035 13,168 12,422 24,200
Participant loans receivable - - - - -
----------- ---------- ------------ --------- ----------
Total receivables 339,812 51,701 171,392 145,242 287,130
----------- ---------- ------------ --------- ----------
Net assets available for benefits $3,052,657 $ 345,280 $ 2,920,846 $ 966,687 $1,829,205
=========== ========== ============= ========== ==========
</TABLE>
<TABLE>
<CAPTION>
January 31, 1998
---------------------------------------------------------------------------------
Non-Participant
Participant Directed Directed
----------------------------------------------------------------- --------------
Employee
AIM Templeton Tiffany & Co. Stock
Growth and Constellation Foreign I Loan Stock Ownership
Income Fund Fund Fund Fund Fund Account Total
----------- ------------- ---------- ------- ------------- ---------- -----------
<S> <C> <C> <C> <C> <C>
Assets
Investments, at fair value:
Scudder Trust Company:
Common and collective
trust funds $ - $ - $ $ $ $ - $ 4,251,262
Mutual Funds 5,846,307 3,117,896 687,527 - - - 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 5,846,307 3,117,896 687,527 - 2,589,296 5,891,659 26,252,083
----------- ------------ ----------- --------- ---------- ----------- -----------
Receivables:
Employer's contribution 421,057 391,028 108,390 - 322,242 1,400,000 3,552,062
Participant contributions 39,299 35,783 11,168 - 28,215 - 200,397
Participant loans receivable - - - 444,567 - - 444,567
----------- ------------ ----------- --------- ---------- ----------- -----------
Total receivables 460,356 426,811 119,558 444,567 350,457 1,400,000 4,197,026
----------- ------------ ----------- --------- ---------- ----------- -----------
Net assets available for benefits $6,306,663 $ 3,544,707 $ 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.
- 4 -
<PAGE>
Tiffany & Co. Employee Profit Sharing and Retirement Savings Plan
Statement of Changes in Net Assets Available for Benefits with Fund Information
for the year ended January 31, 1999
<TABLE>
<CAPTION>
---------------------------------------------------------------------
Participant Directed
---------------------------------------------------------------------
Pathways Pathways Pathways
Stable Conservative Balanced Growth
Value Fund Fund Fund Fund
--------------- ------------- -------------- --------------
<S> <C> <C> <C> <C>
Additions
Net appreciation (depreciation)
in fair market value of investments $ - $ (3,781) $ 60,817 $ 99,191
Common and collective fund income earned & retained 219,716 - - -
Interest, dividends and other returns of funds 6 24,371 193,009 63,110
---------- --------- ----------- -----------
Total investment income 219,722 20,590 253,826 162,301
Contributions and rollovers
Participant 1,060,288 155,100 536,405 508,126
Employer 372,502 45,105 166,630 157,272
---------- --------- --------- ---------
1,432,790 200,205 703,035 665,398
Loan Repayments 46,672 9,029 17,806 23,306
---------- --------- ----------- -----------
Total additions 1,699,184 229,824 974,667 851,005
Deductions
Withdrawals and distributions 137,586 31,627 183,129 31,398
Loans issued 119,012 14,284 60,866 35,975
Administrative expenses 3,928 281 1,671 551
---------- --------- ----------- -----------
Total deductions 260,526 46,192 245,666 67,924
Net increase prior to intra-fund transfers 1,438,658 183,632 729,001 783,081
Intra-fund transfers 382,630 (6,162) (231,712) (20,618)
---------- --------- ----------- -----------
Increase in net assets available for benefits 1,821,288 177,470 497,289 762,463
Net assets available for benefits, beginning of year 3,052,657 345,280 2,920,846 966,687
---------- --------- ----------- -----------
Net assets available for benefits, end of year $4,873,945 $ 522,750 $ 3,418,135 $ 1,729,150
========== ========= =========== ===========
</TABLE>
<TABLE>
<CAPTION>
------------------------------------------------------------
Participant Directed
------------------------------------------------------------
Stock AIM Templeton
Index Growth and Constellation Foreign I
Fund Income Fund Fund Fund
----------- ----------------- -------------- --------
<S> <C> <C> <C> <C>
Additions
Net appreciation (depreciation) in fair market value
of investments $ 756,115 $ (571,047) $ 747,755 $ (186,033)
Common and collective fund income earned & retained - - - -
Interest, dividends and other returns of funds 35 700,513 125,191 107,448
---------- ----------- ----------- -----------
Total investment income 756,150 129,466 872,946 (78,585)
Contributions and rollovers
Participant 1,115,807 1,592,604 1,285,252 401,153
Employer 386,507 477,359 396,107 110,887
---------- ----------- ----------- -----------
1,502,314 2,069,963 1,681,359 512,040
Loan Repayments 49,404 69,858 43,504 15,880
---------- ----------- ----------- -----------
Total additions 2,307,868 2,269,287 2,597,809 449,335
Deductions
Withdrawals and distributions 118,573 380,751 153,543 24,913
Loans issued 74,689 167,206 90,583 37,856
Administrative expenses 788 550 38 -
---------- ----------- ----------- -----------
-
Total deductions 194,050 548,507 244,164 62,769
Net increase prior to intra-fund transfers 2,113,818 1,720,780 2,353,645 386,566
Intra-fund transfers 532,909 (166,564) (188,925) (45,774)
---------- ----------- ----------- -----------
Increase in net assets available for benefits 2,646,727 1,554,216 2,164,720 340,792
Net assets available for benefits, beginning of year 1,829,205 6,306,663 3,544,707 807,085
---------- ----------- ----------- -----------
Net assets available for benefits, end of year $4,475,932 $ 7,860,879 $ 5,709,427 $ 1,147,877
========== =========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
---------------------------------------------------
Non-Participant
Participant Directed Directed
---------------------------------------------------
Tiffany & Co. Employee Stock
Loan Stock Ownership
Fund Fund Account Total
------------ ------------ -------------- ------------
<S> <C> <C> <C> <C>
Additions
Net appreciation (depreciation) in fair market value
of investments $ - $ 1,764,732 $ 3,125,600 $ 5,793,349
Common and collective fund income earned & retained - - - 219,716
Interest, dividends and other returns of funds 55,402 28,805 61,306 1,359,196
----------- ----------- ----------- -----------
Total investment income 55,402 1,793,537 3,186,906 7,372,261
Contributions and rollovers
Participant - 1,159,672 - 7,814,407
Employer - 382,248 1,600,000 4,094,617
----------- ----------- ----------- -----------
-
- 1,541,920 1,600,000 11,909,024
Loan Repayments (334,951) 59,492 - -
----------- ----------- ----------- -----------
Total additions (279,549) 3,394,949 4,786,906 19,281,285
Deductions
Withdrawals and distributions 40,910 110,257 487,352 1,700,039
Loans issued (742,099) 141,628 - -
Administrative expenses - 469 - 8,276
----------- ----------- ----------- -----------
Total deductions (701,189) 252,354 487,352 1,708,315
Net increase prior to intra-fund transfers 421,640 3,142,595 4,299,554 17,572,970
Intra-fund transfers (55,402) (200,382) - -
----------- ----------- ----------- -----------
Increase in net assets available for benefits 366,238 2,942,213 4,299,554 17,572,970
Net assets available for benefits, beginning of year 444,567 2,939,753 7,291,659 30,449,109
----------- ----------- ----------- -----------
Net assets available for benefits, end of year $ 810,805 $ 5,881,966 $11,591,213 $48,022,079
=========== =========== =========== ===========
</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
The following description of the Tiffany & Co. Employee Profit Sharing
and Retirement Savings Plan (the "Plan") is provided for general
information only. Participants should refer to the Plan document for
complete information.
General:
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 automatically 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, continued
-------------------
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, in one percent increments, to have an amount of between one (1)
and fifteen (15) percent of their annual compensation, not to exceed
$10,000 in 1998, 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) 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.
- 7 -
<PAGE>
Tiffany & Co.
Employee Profit Sharing and Retirement Savings Plan
Notes to Financial Statements, continued
-------------------
c) 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.
d) 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.
e) 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 the performance
of the Standard & Poor's 500 Index. Diversification is a
by-product of the fund's investment objective.
f) 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.
g) 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.
h) 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>
Tiffany & Co.
Employee Profit Sharing and Retirement Savings Plan
Notes to Financial Statements, continued
-------------------
i) 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.
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 unvested employer contributions and such assets will be
made available to offset required employer matching contributions to
other participants accounts. Forfeitures totaled $94,141 and $8,895 for
the years ended January 31, 1999 and 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.
- 9 -
<PAGE>
Tiffany & Co.
Employee Profit Sharing and Retirement Savings Plan
Notes to Financial Statements, continued
-------------------
Participant Loans and 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
collaterized by the balance in the participant's account and bear
interest at rates commensurate with market prevailing rates as
determined by the plan administrator. Interest rates range from 9.25
percent to 9.5 percent. Principal and interest is paid ratably through
payroll deductions.
Participants may also obtain a cash withdrawal 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.
Payment of Benefits:
Upon termination of service, participants will receive the full vested
balance of their Plan account in a lump sum cash distribution, except
with respect to 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 the 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.
- 10 -
<PAGE>
Tiffany & Co.
Employee Profit Sharing and Retirement Savings Plan
Notes to Financial Statements, continued
-------------------
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 the 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 and the
Plan's tax counsel 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
benefits and the statement of changes in net assets available for
benefits.
- 11 -
<PAGE>
Tiffany & Co.
Employee Profit Sharing and Retirement Savings Plan
Notes to Financial Statements, continued
-------------------
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.
- 12 -
<PAGE>
Tiffany & Co.
Employee Profit Sharing and Retirement Savings Plan
Line 27a - Schedule of Assets Held for Investment Purposes
January 31, 1999
<TABLE>
<CAPTION>
Principal Amount,
# of Shares or Unit
of Participation Description Cost Fair Value
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------------------------
Loans (9.25% - 9.50%) $ 810,805 $ 810,805
- -----------------------------------------------------------------------------------------------------------------------
4,461,571 sh. Stable Value Fund 4,461,571 4,461,571
- -----------------------------------------------------------------------------------------------------------------------
36,957 sh. Pathways Conservative Fund 471,179 473,419
- -----------------------------------------------------------------------------------------------------------------------
243,661 sh. Pathways Balanced Fund 3,046,496 3,235,823
- -----------------------------------------------------------------------------------------------------------------------
107,320 sh. Pathways Growth Fund 1,434,795 1,558,290
- -----------------------------------------------------------------------------------------------------------------------
114,698 sh. Stock Index Fund 3,115,167 4,053,424
- -----------------------------------------------------------------------------------------------------------------------
284,812 sh. Growth & Income Fund 7,358,358 7,336,768
- -----------------------------------------------------------------------------------------------------------------------
169,958 sh. AIM Constellation Fund 4,606,142 5,277,210
- -----------------------------------------------------------------------------------------------------------------------
124,342 sh. Templeton Foreign Fund 1,241,583 1,025,821
- -----------------------------------------------------------------------------------------------------------------------
92,045 sh. Tiffany & Co. Stock Fund 3,608,069 5,298,307
- -----------------------------------------------------------------------------------------------------------------------
173,571 sh. Tiffany & Co. ESOP 5,303,964 9,991,213
- -----------------------------------------------------------------------------------------------------------------------
Tiffany & Co. Stock Fund - Cash and cash equivalents 170,366 170,366
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
Total $ 35,628,495 $ 43,693,017
- -----------------------------------------------------------------------------------------------------------------------
</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, 1999
-----------------
<TABLE>
<CAPTION>
Description of # of Purchase
Asset/Fund Transactions Price
- -------------------------------------------- ----------------------------------
<S> <C> <C>
Stable Value Fund* 436 $3,720,085
Stable Value Fund* 242 -
Growth and Income Fund* 286 3,260,305
Stock Index Fund* 281 2,238,962
Aim Constellation Fund 232 2,126,998
Tiffany & Co. Stock Fund* 470 4,170,941
Tiffany & Co. Stock Fund* 551 -
</TABLE>
<TABLE>
<CAPTION>
Fair
Value of
Asset on
Selling Cost of Transaction Net
Price Asset Date Gain
--------------- ---------------- ---------------- -----------
<S> <C> <C> <C> <C>
Stable Value Fund* $ - $3,720,085 $3,720,085 $ -
Stable Value Fund* 1,967,700 1,967,700 1,967,700 -
Growth and Income Fund* - 3,260,305 3,260,305 -
Stock Index Fund* - 2,238,962 2,238,962 -
Aim Constellation Fund - 2,126,998 2,126,998 -
Tiffany & Co. Stock Fund* - 4,170,941 4,170,941 -
Tiffany & Co. Stock Fund* 3,539,938 3,285,662 3,285,662 254,276
</TABLE>
*Represents investments which are considered to be party-in-interest
transactions under the Department of Labor's rules and regulations.
- 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: July 20, 1999 /s/ Stephen M. Salyk
---------------------------------------
Stephen M. Salyk
Member of Plan Administrative Committee
-15-
<PAGE>
Exhibit 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 033-54847) of Tiffany & Co. of our report dated July,
16, 1999 relating to the financial statements of the Tiffany & Co. Employee
Profit Sharing and Retirement Savings Plan, which appears in this Form 11-K.
PricewaterhouseCoopers LLP
Florham Park, New Jersey
July 23, 1999
- 16 -
