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, 2000.
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.
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EMPLOYEE PROFIT SHARING AND RETIREMENT SAVINGS PLAN
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CONTENTS
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Page
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REPORT OF INDEPENDENT ACCOUNTANTS 2
FINANCIAL STATEMENTS:
Statement of Net Assets Available for Benefits
at January 31, 2000 3
Statement of Net Assets Available for Benefits
at January 31, 1999 4
Statement of Changes in Net Assets Available
for Benefits for the year ended
January 31, 2000 5
Notes to Financial Statements 6-11
SUPPLEMENTAL SCHEDULES:
Schedule of Assets Held for Investment Purposes
at January 31, 2000 12
<PAGE>
Report of Independent Accountants
To the Participants and Administrator 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 statements 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, 2000 and January 31, 1999, and the changes in net assets
available for benefits for the year ended January 31, 2000 in conformity with
accounting principles generally accepted in the United States. 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 auditing standards
generally accepted in the United States, 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 conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets held
for investment purposes at January 31, 2000 is presented for the purpose of
additional analysis and is not a required part of the basic financial statements
but is supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The supplemental schedule is the responsibility of the
Plan's management. The supplemental schedule has been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
PricewaterhouseCoopers LLP
July 17, 2000
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<PAGE>
Tiffany & Co. Employee Profit Sharing and Retirement Savings Plan
Statement of Net Assets Available for Benefits
<TABLE>
<CAPTION>
January 31, 2000
----------------------------------------------------------------
Participant Non-Participant
Directed Directed
--------------------- ---------------------
Employee
Stock
Various Ownership
Funds Account Total
--------------------- --------------------- -----------------
<S> <C> <C> <C>
Assets
Investments, at fair value:
Scudder Trust Company:
Common and collective trust funds $ 13,248,165 $ - $ 13,248,165
Mutual Funds 25,781,031 - 25,781,031
Tiffany & Co. Common Stock 18,818,305 28,677,258 47,495,563
Cash and cash equivalents 11,163 20,094 31,257
--------------------- --------------------- -----------------
Total investments 57,858,664 28,697,352 86,556,016
--------------------- --------------------- -----------------
Receivables:
Employer's contribution 3,027,464 3,188,769 6,216,233
Participant contributions 309,585 - 309,585
Participant loans receivable 1,494,321 - 1,494,321
--------------------- --------------------- -----------------
Total receivables 4,831,370 3,188,769 8,020,139
--------------------- --------------------- -----------------
Net assets available for benefits $ 62,690,034 $ 31,886,121 $ 94,576,155
===================== ===================== =================
</TABLE>
The accompanying notes are an integral part of these financial statements.
-3-
<PAGE>
Tiffany & Co. Employee Profit Sharing and Retirement Savings Plan
Statement of Net Assets Available for Benefits
<TABLE>
<CAPTION>
January 31, 1999
--------------------------------------------------------------
Participant Non-Participant
Directed Directed
-------------------- --------------------
Employee
Stock
Various Ownership
Funds Account Total
-------------------- -------------------- ----------------
<S> <C> <C> <C>
Assets
Investments, at fair value:
Scudder Trust Company:
Common and collective trust funds $ 8,514,995 $ - $ 8,514,995
Mutual Funds 18,907,331 - 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 32,890,999 9,991,213 42,882,212
-------------------- -------------------- ----------------
Receivables:
Employer's contribution 2,494,617 1,600,000 4,094,617
Participant contributions 234,445 - 234,445
Participant loans receivable 810,805 - 810,805
-------------------- -------------------- ----------------
Total receivables 3,539,867 1,600,000 5,139,867
-------------------- -------------------- ----------------
Net assets available for benefits $ 36,430,866 $ 11,591,213 $ 48,022,079
==================== ==================== ================
</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
for the year ended January 31, 2000
<TABLE>
<CAPTION>
Participant Non-Participant
Directed Directed
------------------ ------------------
Employee Stock
Various Ownership
Funds Account Total
------------------ ------------------ ------------------
<S> <C> <C> <C>
Additions
Net appreciation in fair market value of investments $ 13,054,760 $ 17,973,633 $ 31,028,393
Common and collective fund income earned and retained 82,652 0 82,652
Interest, dividends and other returns of funds 2,081,567 89,076 2,170,643
------------------ ------------------ ------------------
Total investment income 15,218,979 18,062,709 33,281,688
Contributions and rollovers
Participant 9,817,051 0 9,817,051
Employer 3,027,464 3,188,769 6,216,233
------------------ ------------------ ------------------
Total contributions and rollovers 12,844,515 3,188,769 16,033,284
------------------ ------------------ ------------------
Total additions 28,063,494 21,251,478 49,314,972
Deductions
Withdrawals and distributions 1,792,482 956,468 2,748,950
Administrative expenses 11,844 102 11,946
------------------ ------------------ ------------------
Total deductions 1,804,326 956,570 2,760,896
------------------ ------------------ ------------------
Increase in net assets available for benefits 26,259,168 20,294,908 46,554,076
Net assets available for benefits, beginning of year 36,430,866 11,591,213 48,022,079
------------------ ------------------ ------------------
Net assets available for benefits, end of year $ 62,690,034 $ 31,886,121 $ 94,576,155
================== ================== ==================
The accompanying notes are an integral part of these financial statements.
</TABLE>
- 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"). 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 1999, 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.
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.
-7-
<PAGE>
Tiffany & Co.
Employee Profit Sharing and Retirement Savings Plan
Notes to Financial Statements, continued
-----------------
Vesting (Continued):
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 $87,305 and $94,141
for the years ended January 31, 2000 and 1999.
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 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 prevailing market 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.
-8-
<PAGE>
Tiffany & Co.
Employee Profit Sharing and Retirement Savings Plan
Notes to Financial Statements, continued
-----------------
Payment of Benefits (Continued):
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.
Payment of Benefits:
Benefit payments to participants are recorded upon distribution.
Investment Valuation:
Investments in the trust and mutual funds are stated at fair value
based on the net asset value of shares held by the Plan at year-end.
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.
Use of Estimates:
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make significant
estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosures of contingent assets and liabilities at
the date of the financial statements and the reported amounts of
revenue and expenses during the reporting periods. Actual results could
differ from those estimates.
Reclassifications:
Certain amounts as of January 31, 1999 have been reclassified to
conform with the presentation as of January 31, 2000.
-9-
<PAGE>
Tiffany & Co.
Employee Profit Sharing and Retirement Savings Plan
Notes to Financial Statements, continued
-----------------
3. Investments
-----------
Participant directed investments which were equal to or exceeded 5% of
the current value of the Plan's net assets at January 31, 2000 and 1999
were as follows:
<TABLE>
<CAPTION>
January 31,
----------------------------------------
2000 1999
------------------- -----------------
<S> <C> <C>
Stable Value Fund $ 6,592,595 $ 4,461,571
Pathway Balanced Fund - 3,235,823
Stock Index Fund 6,655,570 4,035,424
Growth & Income Fund 8,029,756 7,336,768
AIM Constellation Fund 8,838,063 5,277,210
Tiffany & Co. Stock Fund 18,818,306 5,298,307
The net appreciation in the fair value of participant directed
investments for the year-ended January 31, 2000 was as follows:
Common Collective Trust Funds $ 566,000
Mutual Funds 2,502,860
Tiffany & Co. Stock Funds 9,985,900
------------
Net appreciation in the fair value
Of investment $13,054,760
============
</TABLE>
4. Party-in-Interest 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.
5. 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.
-10-
<PAGE>
Tiffany & Co.
Employee Profit Sharing and Retirement Savings Plan
Notes to Financial Statements, continued
-----------------
6. 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.
7. 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
Schedule of Assets Held for Investment Purposes
January 31, 2000
<TABLE>
<CAPTION>
PRINCIPAL AMOUNT,
# OF SHARES OR UNITS
OF PARTICIPATION DESCRIPTION COST FAIR VALUE
-----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Loans (9.25% - 9.50%) $ 1,494,321 $ 1,494,321
-----------------------------------------------------------------------------------------------------------
6,592,595 sh. Stable Value Fund 6,592,595 6,592,595
-----------------------------------------------------------------------------------------------------------
48,983 sh. Pathways Conservative Fund 619,929 588,284
-----------------------------------------------------------------------------------------------------------
278,236 sh. Pathways Balanced Fund 3,568,602 3,797,917
-----------------------------------------------------------------------------------------------------------
162,732 sh. Pathways Growth Fund 2,339,076 2,750,169
-----------------------------------------------------------------------------------------------------------
170,919 sh. Stock Index Fund 5,383,048 6,655,570
-----------------------------------------------------------------------------------------------------------
308,244 sh. Growth & Income Fund 8,053,843 8,029,756
-----------------------------------------------------------------------------------------------------------
222,118 sh. AIM Constellation Fund 6,572,262 8,838,063
-----------------------------------------------------------------------------------------------------------
171,015 sh. Templeton Foreign Fund 1,703,066 1,776,841
-----------------------------------------------------------------------------------------------------------
254,301 sh. Tiffany & Co. Stock Fund 8,431,282 18,818,306
-----------------------------------------------------------------------------------------------------------
387,530 sh. Tiffany & Co. ESOP 6,727,546 28,677,258
-----------------------------------------------------------------------------------------------------------
31,257 sh. Tiffany & Co. Stock Fund - Cash and cash equivalents 31,257 31,257
-----------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------
Total $ 51,516,827 $ 88,050,337
-----------------------------------------------------------------------------------------------------------
</TABLE>
- 12 -
<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 19, 2000 /s/ Stephen M. Salyk
------------------------------------------
Stephen M. Salyk
Member of Plan Administrative Committee
-13-
<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
17, 2000 relating to the financial statements and supplemental schedule 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 20, 2000
- 14 -
