Tiffany & Co – ‘10-K405’ for 1/31/01 – EX-3.1.B

On:  Tuesday, 4/10/01, at 4:47pm ET   ·   For:  1/31/01   ·   Accession #:  950123-1-3287   ·   File #:  1-09494

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Annual Report — [x] Reg. S-K Item 405   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K405     Tiffany & Co.                                         36    198K 
 2: EX-3.1.B    Amendment to Certificate of Incorporation              2±     7K 
 3: EX-3.3      By-Laws                                               12     50K 
 4: EX-10.116C  Amendments Nos. 12-13 to Credit Agreement             25     43K 
 5: EX-10.127A  Retention Agreement                                   46    146K 
 6: EX-13.1     Annual Report to Stockholders                         29    198K 
 7: EX-21.1     Subsidiaries                                           3±    14K 
 8: EX-23.1     Consent of Pricewaterhousecoopers LLP                  1      7K 

EX-3.1.B   —   Amendment to Certificate of Incorporation

EX-3.1.B
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 

                                                                    Exhibit 3.1b
                                                                   Tiffany & Co.
                                                             Report on Form 10-K
                                                                         FY 2000

CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
 TIFFANY & CO.

 ---------------------------

Pursuant to Section 242 of the
General Corporation Law of the State of Delaware

Tiffany & Co., a corporation of the State of Delaware (the      
"Corporation"), hereby sets forth an Amendment to its Certificate of            
Incorporation pursuant to 8 Del. C. Section 242, hereby certifying as follows:  

     FIRST: The Certificate of Incorporation of the Corporation is amended
by striking out the first paragraph of Article FOURTH thereof and by            
substituting in lieu thereof a new first paragraph of Article FOURTH reading as 
follows:                                                                        

                FOURTH: The Corporation shall be authorized to issue two classes
             of shares of stock to be designated, respectively, "Preferred
               Stock" and "Common Stock"; the total number of shares which the
            Corporation shall have authority to issue is Two Hundred and
              Forty-two Million (242,000,000); the total number of shares of
              Preferred Stock shall be Two Million (2,000,000) and each such
             share shall have a par value of $.01; and the total number of
             shares of Common Stock shall be Two Hundred and Forty Million
              (240,000,000) and each such share of Common Stock shall have a
par value of $.01.                              

SECOND: Said amendment was duly adopted in accordance with the  
provisions of Section 242 of the General Corporation Law of the State of        
Delaware.                                                                       

     IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed by its President and attested by its Assistant Secretary this 18th day of
May, 2000.                                                                      

       TIFFANY & CO.

Attest:                      By:     /s/ Michael J. Kowalski                    
                    --------------------------------
             Michael J. Kowalski
   President

/s/ Tarz F. Palomba                                                             
---------------------------                                                     
Tarz F. Palomba                                                                 
Assistant Secretary