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. 37 174K
2: EX-3.2 By-Laws of the Registrant 12 52K
3: EX-4.3.A Standard Terms-1998 Employee Incentive Plan 10 47K
4: EX-4.4.A Standard Terms-1998 Directors Option Plan 4 25K
7: EX-10.106 Amended/Restated Executive Deferral Plan 30 82K
8: EX-10.108 Amended/Restated Retirement Plan 4 18K
9: EX-10.113 Tiffany and Company Pension Plan 42 125K
10: EX-10.115.A Riders to Plit Dollar Life Insurance Agreement 4 17K
11: EX-10.116.A Amendments Nos. 6-8 to Credit Agreement 30 70K
12: EX-10.119.A Amendment No. 1 to Agreement/Consent to 3 13K
Assignment
13: EX-10.122.A Amendment No. 1 Dated November 18, 1998 3 13K
14: EX-10.126 Form of Noter Purchase Agreement 82 356K
15: EX-10.127 Retention Agreements 34 110K
6: EX-10.25 Amended/Restated Deferred Compensation Agreement 5 22K
5: EX-10.3 1986 Stock Option Plan 5 25K
16: EX-13.1 Annual Report to Stockholders 29 190K
17: EX-21.1 Subsidiaries of the Registrant 2± 11K
18: EX-23.1 Consent of Pricewaterhousecoopers LLP 1 8K
19: EX-27 Financial Data Schedule 1 10K
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 10-K
------------------------
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED JANUARY 31, 1999 COMMISSION FILE NUMBER: 1-9494
TIFFANY & CO.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
[Download Table]
DELAWARE 13-3228013
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
727 FIFTH AVENUE, NEW YORK, NY 10022
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (212) 755-8000
------------------------
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
[Download Table]
NAME OF EACH EXCHANGE ON
TITLE OF EACH CLASS WHICH REGISTERED
------------------- ------------------------
COMMON STOCK, $.01 PAR VALUE NEW YORK STOCK EXCHANGE
STOCK PURCHASE RIGHTS NEW YORK STOCK EXCHANGE
------------------------
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
------------------------
STATE THE AGGREGATE MARKET VALUE OF THE VOTING STOCK HELD BY NON-AFFILIATES
OF THE REGISTRANT. THE AGGREGATE MARKET VALUE SHALL BE COMPUTED BY REFERENCE TO
THE PRICE AT WHICH THE STOCK WAS SOLD, OR THE AVERAGE BID AND ASKED PRICES OF
SUCH STOCK, AS OF A SPECIFIED DATE WITHIN 60 DAYS PRIOR TO THE DATE OF FILING.
As of March 25, 1999 the aggregate market value of voting stock held by
non-affiliates was $2,408,691,914.70. See Item 5. Market for Registrant's Common
Equity and Related Stockholder Matters below.
------------------------
INDICATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE REGISTRANT'S
CLASSES OF COMMON STOCK, AS OF THE LATEST PRACTICABLE DATE: 35,115,421 shares of
Common Stock outstanding as of March 25, 1999.
------------------------
The following documents are incorporated by reference into this Annual
Report on Form 10-K: Registrant's Annual Report to Stockholders for the Fiscal
Year Ended January 31, 1999 (Parts I, II and IV) and Registrant's Proxy
Statement Dated April 8, 1999 (Part III).
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
PART I
ITEM 1. BUSINESS
(a) General development of business.
Registrant (also referred to as the "Company") is the parent
corporation of Tiffany and Company ("Tiffany"). Charles Lewis Tiffany founded
the business in 1837. He incorporated Tiffany in New York in 1868. Registrant
acquired Tiffany in 1984 and completed the initial public offering of
Registrant's Common Stock in 1987.
(b) Financial information about industry segments.
Effective January 31, 1999, the Company adopted SFAS No. 131,
"Disclosures About Segments of an Enterprise and Related Information," which
establishes revised standards for the reporting of operating segments and the
related descriptive information, as well as new standards for related
disclosures about products, services and geographic areas. Incorporated by
reference from Registrant's Annual Report to Stockholders for the Fiscal year
ended January 31, 1999 (Footnote P. "Operating Segments") is the Registrant's
operating segment information for the Fiscal years ended January 31, 1999, 1998
and 1997. Executive Officers of the Company evaluate the performance of the
Company's assets on a consolidated basis. Therefore, separate financial
information for the Company's assets on a segment basis is not available.
(c) Narrative description of business.
As used below, the terms "Fiscal 1996", "Fiscal 1997" and "Fiscal 1998"
refer to the Fiscal years ended on January 31, 1997, 1998 and 1999,
respectively.
Registrant is a holding company, and conducts all business through its
subsidiary corporations.
Products
Registrant's principal product categories are fine jewelry, timepieces,
sterling silver goods, china, crystal, stationery, writing instruments,
fragrances, and personal accessories.
Registrant offers an extensive selection of TIFFANY & CO. brand jewelry
at a wide range of prices. In Fiscal 1996, 1997 and 1998, approximately 70%, 73%
and 74%, respectively, of Registrant's net sales were attributable to jewelry.
See Merchandise Purchasing, Manufacturing and Raw Materials below. Designs are
developed by employees, suppliers, independent designers and independent "name"
designers. See Designer Licenses below.
TIFFANY & CO. REPORT ON FORM 10-K FY 1998 - PAGE 2 -
In addition to jewelry, the Company sells TIFFANY & CO. brand
merchandise in the following categories: timepieces and clocks; sterling silver
merchandise, including flatware, hollowware (tea and coffee services, bowls,
cups and trays), trophies, key holders, picture frames and desk accessories;
crystal, glassware, china and other tableware; custom engraved stationery;
writing instruments; and fashion accessories, including handbags, wallets,
scarves and men's ties. Fragrance products are sold under the trademarks
TIFFANY, TRUESTE and TIFFANY FOR MEN. Tiffany also sells other brands of
timepieces and tableware in its U.S. stores, and FARAONE brand jewelry in its
European stores. Registrant also offers a line of commercial glassware under the
JUDEL trademark.
Distribution and Marketing
Channels of Distribution
For financial reporting purposes, Registrant categorizes its sales as
follows:
U.S. Retail consists of retail sales transacted in stores in
the United States and wholesale sales to independent retailers
in the United States. Wholesale sales of fragrance products to
independent retailers in the Americas are also included (see
U.S. Retail below);
Direct Marketing consists of sales in the United States
through a staff of specialized sales personnel who concentrate
on business clients and sales through direct mail catalogs
(see Direct Marketing below); and
International Retail consists of both retail and wholesale
sales to customers located outside the United States (see
International Retail below).
U.S. Retail
Fifth Avenue Store
The Fifth Avenue store in New York accounts for a significant portion
of the Company's sales and is the focal point for marketing and public relations
efforts. Approximately 16%, 16% and 14% of total Company net sales for Fiscal
1996, 1997 and 1998, respectively, were attributable to the New York store's
retail sales. Approximately 32,450 gross square feet in the New York building
are devoted to retail selling.
- PAGE 3 - TIFFANY & CO. REPORT ON FORM 10-K FY 1998
U.S. Branch Stores
At January 31, 1999, Tiffany had 33 branch stores in the United States.
The following table identifies the location and year of opening of each U.S.
branch store:
U.S. BRANCH STORE OPENINGS
STORE LOCATION YEAR OPENED
-------------- -----------
San Francisco, California 1963
Beverly Hills, California 1964
Houston, Texas 1964
Chicago, Illinois 1966
Atlanta, Georgia 1969
Dallas, Texas 1982
Boston, Massachusetts 1984
Costa Mesa, California 1988
Philadelphia, Pennsylvania 1990
Vienna, Virginia 1990
Palm Beach, Florida 1991
Honolulu, Hawaii (Ala Moana) 1992
San Diego, California 1992
Troy, Michigan 1992
Bal Harbour, Florida 1993
Maui, Hawaii 1994
Oak Brook, Illinois 1994
King of Prussia, Pennsylvania 1995
Short Hills, New Jersey 1995
White Plains, New York 1995
Bergen County, New Jersey 1996
Chevy Chase, Maryland 1996
Charlotte, North Carolina 1997
Chestnut Hill, Massachusetts 1997
Cincinnati, Ohio 1997
Honolulu, Hawaii (Hilton) 1997
Palo Alto, California 1997
Denver, Colorado 1998
Honolulu, Hawaii (Surfrider)* 1998
Las Vegas, Nevada 1998
Manhasset, New York 1998
Seattle, Washington 1998
Scottsdale, Arizona 1998
* Operated by Mitsukoshi (U.S.A.) Inc. from April 1989 until January 31, 1998.
Each of the U.S. branch stores displays a representative selection of
merchandise but none maintains the extensive selection carried by the New York
store. Management currently contemplates the opening of new branch stores in the
United States at the rate of approximately three to five per year. Tiffany has
entered into lease agreements to open additional branches in 1999 in Los
Angeles, California and Dallas, Texas. In Fiscal 1998, the San Diego store was
relocated to the Fashion Valley Shopping Center. See Item 2. Properties below
for further information concerning U.S. Retail store leases. United States
branch stores range in size from approximately 800 to 16,000 gross square feet
and total approximately 280,000 gross square feet devoted to retail purposes.
Historically, an average of approximately 45% of the floor space in each branch
store has been devoted to retail selling. Newer stores primarily range from
approximately 4,000 to 8,000 gross square feet and are designed to devote
approximately 60% of total floor space to retail selling.
TIFFANY & CO. REPORT ON FORM 10-K FY 1998 - PAGE 4 -
U.S. Wholesale Distribution
Tiffany sells jewelry, timepieces, tableware and other products at
wholesale to approximately 260 United States independent retail locations
(exclusive of locations which sell TIFFANY fragrance products but not other
TIFFANY & CO. products). Selected merchandise is provided to these accounts at
wholesale prices that allow traditional retail jewelry mark-ups.
Direct Marketing
Corporate Division
Corporate Division sales executives call on business clients throughout
the United States, selling products drawn from the retail product line and items
specially developed or sourced for the business market, including trophies and
items designed for the particular customer. Price allowances are given to
business customers for volume purchases. Corporate Division customers purchase
for business gift giving, employee service and achievement recognition awards,
customer incentives and other purposes. Products and services are marketed
through a sales force of approximately 164 persons, through advertising in
newspapers and business periodicals and through the publication of special
catalogs.
Catalogs
Tiffany also distributes catalogs of selected merchandise to its
proprietary list of mail and telephone customers and to mailing lists rented
from third parties. Four seasonal SELECTIONS(R) catalogs are published,
supplemented by COLLECTIONS and other catalogs. The following table sets forth
certain data with respect to mail order operations for the periods indicated:
[Enlarge/Download Table]
Fiscal Year
1996 1997 1998
------- ------- -------
Number of names on catalog mailing list at year-end
(consists of customers who purchased by mail or telephone
prior to the applicable date): 733,100 817,000 964,000
Total catalog mailings during fiscal year (in millions): 20.6 21.4 24.3
Total mail or telephone orders received during fiscal year: 288,133 285,992 337,760
International Retail
Stores and boutiques included in the International Retail channel of
distribution are listed below. For locations operated by Registrant's subsidiary
corporations, Registrant records as sales the retail price charged to retail
customers. For locations operated by third-party distributors, Registrant
records as sales the wholesale price charged to the third-party distributors.
- PAGE 5 - TIFFANY & CO. REPORT ON FORM 10-K FY 1998
International Locations
LOCATIONS OPERATED BY REGISTRANT'S SUBSIDIARIES
JAPAN
* Operated by Registrant's Subsidiaries with Mitsukoshi, Ltd.
Chiba, Mitsukoshi Department Store *
Fukuoka, Mitsukoshi *
Fukuoka, Mitsukoshi Department Store *
Ginza, Mitsukoshi Department Store *
Hamamatsu, Matsubishi Department Store
Hirakata, Mitsukoshi Department Store *
Hiroshima, Mitsukoshi Department Store *
Ikebukuro, Mitsukoshi Department Store *
Kagoshima, Mitsukoshi Department Store *
Kanazawa, Mitsukoshi *
Kawasaki , Saikaya Department Store
Kobe, Hotel Okura Kobe *
Kobe, Mitsukoshi Department Store *
Kochi, Daimaru Department Store
Kokura, Izutsuya Department Store
Kumamoto, Tsuruya Department Store
Kurashiki, Mitsukoshi Department Store *
Kyoto, Daimaru Department Store
Kyoto, Takashimaya Department Store
Matsuyama, Mitsukoshi Department Store *
Nagano, Mitsukoshi *
Nagoya Hoshigaoka, Mitsukoshi Dept. Store *
Nagoya Sakae, Mitsukoshi Department Store *
Nagoya, Hilton Hotel *
Nihonbashi, Mitsukoshi Department Store *
Niigata, Mitsukoshi Department Store *
Oita, Tokiwa Department Store
Okinawa, Mitsukoshi Department Store *
Osaka, Mitsukoshi Department Store *
Osaka, Righa Royal Hotel *
Osaka, Takashimaya Department Store
Sagamihara, Isetan Department Store
Sapporo, Mitsukoshi Department Store *
Sendai, Mitsukoshi Department Store *
Shinjuku Minamikan, Mitsukoshi Dept. Store *
Shinjuku, Mitsukoshi Department Store *
Shinsaibashi, Daimaru Department Store
Takamatsu, Mitsukoshi Department Store *
Tokyo Bay, Hotel Tokyu *
Tokyo, Ginza Flagship Store *
Tottori, Daimaru Department Store
Umeda, Daimaru Department Store
Yokohama, Landmark Plaza, Mitsukoshi *
Yokohama, Mitsukoshi Department Store *
ASIA-PACIFIC EXCLUDING JAPAN
Australia: Melbourne, Crown Casino
Australia: Melbourne, Daimaru Department Store
Australia: Sydney, Chifley Plaza
Hong Kong: Landmark Center
Hong Kong: Mitsukoshi Department Store
Hong Kong: Pacific Place
Hong Kong: Peninsula Hotel
Hong Kong: Sogo Department Store
Korea: Seoul, Grand Hyatt Hotel
Korea: Seoul, Hyundai Department Store
Korea: Seoul, Lotte Downtown Department Store
Singapore: Ngee Ann City
Singapore: Raffles Hotel
Taiwan: Kaohsiung, Hanshin Department Store
Taiwan: Tainan, Mitsukoshi Department Store
Taiwan: Taipei, Regent Hotel
Taiwan: Taipei, Sogo Department Store
EUROPE
England: London, Old Bond Street
England: London, Harrod's Department Store
Germany: Frankfurt
Germany: Munich
Italy: Florence, FARAONE Store
Italy: Milan FARAONE Store
Switzerland: Zurich
CANADA AND MEXICO
Canada: Toronto
Mexico: Mexico City, El Palacio de Hierro
TIFFANY & CO. REPORT ON FORM 10-K FY 1998 - PAGE 6 -
LOCATIONS OPERATED BY THIRD PARTIES
CANADA
Calgary, Holt-Renfrew Department Store
Montreal, Holt-Renfrew Department Store
Ottawa, Holt-Renfrew Department Store
Quebec, Holt-Renfrew Department Store
Vancouver, Holt-Renfrew Department Store
ASIA-PACIFIC
Australia: Gold Coast, DFS Store
Guam: Tumon Sands Plaza (until 3/99) +
Hong Kong: DFS Store
India: Bombay, Group Beautiful
Indonesia: Bali, DFS Store
Japan: Tokyo (FARAONE) +
Korea: Pusan, Lotte Pusan Duty Free Shop ++
Korea: Pusan, Paradise Duty Free Shop, Paradise Duty Free
Korea: Seoul, Hotel Lotte Duty Free Shop (hotel lobby) ++
Korea: Seoul, Hotel Lotte Duty Free Shop ++
Korea: Seoul, Lotte World Duty Free Shop ++
New Zealand: Auckland, DFS Store
Philippines: Manilla, Rustan's Department Store (Edsa Plaza)
Philippines: Manilla, Rustan's Makati Department Store (Makati)
Saipan: DFS Store
Singapore: DFS Store
Taiwan: Taipei +
+ Operated by Mitsukoshi, Ltd. Tiffany assumed operation of Guam location in
March 1999.
++ Operated by Lotte Duty Free.
The preceding tables do not include international "trade accounts,"
i.e. non-U.S. retailers to which the Company sells TIFFANY & CO. or FARAONE
brand merchandise on a wholesale basis, but which do not operate a dedicated
TIFFANY & CO. boutique within their respective stores. See International
Wholesale Distribution below.
- PAGE 7 - TIFFANY & CO. REPORT ON FORM 10-K FY 1998
Business with Mitsukoshi
The Company has and expects to maintain an important commercial
relationship with Mitsukoshi Ltd. of Japan ("Mitsukoshi").
From 1972 until July 1993, selected TIFFANY & CO. products, principally
jewelry and timepieces, were purchased from Tiffany by Mitsukoshi for
distribution in Japan in TIFFANY & CO. boutiques located, for the most part, in
Mitsukoshi's department stores.
On June 12, 1993, Registrant, through its affiliated companies, entered
into an agreement (the "93 Agreement") to realign its business relationship with
Mitsukoshi. Under the 93 Agreement, Registrant's wholly owned subsidiary,
Tiffany & Co. Japan Inc. ("Tiffany-Japan"), assumed merchandising and marketing
responsibilities in the operation of TIFFANY & CO. boutiques previously operated
by Mitsukoshi in its stores and other locations in Japan. The changeover in
responsibilities from the Distribution Agreement to the 93 Agreement occurred
during July 1993. Under the 93 Agreement, Mitsukoshi no longer purchases TIFFANY
& CO. merchandise for sale in Japan. Instead, Mitsukoshi acts for Tiffany-Japan
in the sale of merchandise owned by Tiffany-Japan and Registrant recognizes as
revenues the retail price charged to the ultimate consumer in Japan.
Tiffany-Japan holds inventories for sale, establishes retail prices, bears the
risk of currency fluctuations, provides one or more brand managers in each
boutique, controls merchandising and display within the boutiques, manages
inventory and controls and funds all advertising and publicity programs with
respect to TIFFANY & CO. merchandise. Mitsukoshi provides and maintains boutique
facilities, staffs the boutiques with retail employees and assumes credit and
certain other risks. Tiffany-Japan pays Mitsukoshi fees aggregating 27% of net
retail sales made in such boutiques. Tiffany-Japan also pays Mitsukoshi an
incentive fee of 5% of the amount by which boutique sales increase year-to-year,
calculated on a per-boutique basis. In Tokyo, TIFFANY & CO. boutiques may be
established only in Mitsukoshi's stores and TIFFANY & CO. brand jewelry may be
sold only in such boutiques, or in a "flagship store" (see below). The mutual
obligations described in this paragraph will expire on October 15, 2001.
In Fiscal 1996, 1997 and 1998, total Japan sales represented 27% of
Registrant's net sales. In Fiscal 1996, 1997 and 1998, respectively, sales made
in TIFFANY & CO. boutiques located in Mitsukoshi's stores constituted 18%, 17%
and 16% of Registrant's net sales and Mitsukoshi's wholesale purchases from
Tiffany constituted, respectively, 2%, 1% and less than 1% of Registrant's net
sales.
Under the 93 Agreement, Tiffany-Japan reserved the right to make
TIFFANY & CO. brand jewelry available for sale in Tokyo in a single "flagship
store", i.e., a TIFFANY & CO. store not located within a larger department
store; however, Tiffany-Japan was required to offer to Mitsukoshi the
opportunity to participate in the capitalization and ownership of a corporation
which would operate the flagship store. In lieu of forming such a corporation,
Mitsukoshi, Tiffany and Tiffany-Japan entered into an Agreement dated February
23, 1996 (the "FSS Agreement") governing the operation of a 7,700 square foot
TIFFANY & CO. store in premises (the "Premises") located in Tokyo's Ginza
shopping district (the "Flagship Store"). The FSS Agreement will expire on
September 30, 2001. The Premises are leased by a third party to Tiffany-Japan
for a fixed
TIFFANY & CO. REPORT ON FORM 10-K FY 1998 - PAGE 8 -
annual rental and subleased by Tiffany-Japan to Mitsukoshi on a
percentage-of-sales basis (the "Sublease"). Tiffany-Japan completed, at its
cost, all necessary improvements to prepare the Premises and delivered the
Premises to Mitsukoshi in May 1996. Under the FSS Agreement, Tiffany-Japan bears
all costs of operating the Premises. Tiffany-Japan selects and furnishes its own
merchandise for display in the Flagship Store, prices the merchandise for retail
sale, bears all risk of loss until the merchandise is sold to a customer and
determines all issues of display, packaging, signage and advertising. Mitsukoshi
acts for Tiffany-Japan in the sale of the merchandise, collects and holds the
sales proceeds, makes credit available to customers, bears all credit losses and
provides its point-of-sale transaction processing system (the "POS System").
Tiffany-Japan provides all necessary staff other than ten employees provided by
Mitsukoshi. After compensating Tiffany-Japan on a percentage-of-sales basis for
Sublease rent and staffing, Mitsukoshi retains 8.3% of net sales for most sales
transactions in the Flagship Store. Management of the Flagship Store, other than
with respect to the POS System, is the responsibility of Tiffany-Japan.
Under separate agreements, Mitsukoshi operates a FARAONE boutique in
its Nihombashi store in Tokyo and a TIFFANY & CO. boutique in its department
store in Taipei. On February 2, 1998, Tiffany purchased, as a going concern, the
TIFFANY & CO. business operated on the island of Oahu, Hawaii, by an affiliate
of Mitsukoshi under agreement with Tiffany. The transaction was structured as a
purchase of assets. Tiffany paid a cash price of $8.1 million and agreed to make
contingent payments equal to 3.75% of certain sales made by Tiffany on the
island of Oahu after the date of the purchase and through January 31, 2003. On
March 19, 1999, Tiffany purchased, as a going concern, the TIFFANY & CO.
business operated in Guam by an affiliate of Mitsukoshi under agreement with
Tiffany. The transaction was structured as a cash-for-stock purchase of the
affiliate, under which Tiffany assumed all of the assets and liabilities of the
affiliate. Tiffany paid a total cash price of $6.9 million.
From 1989 through January 1999, Mitsukoshi Limited of Japan and its
affiliated companies held 4,270,000 shares of the Registrant's Common Stock,
which represented 12.3% of Registrant's outstanding shares as of January 31,
1999. Mitsukoshi sold all of its holdings of Registrant's Common Stock through a
public offering in February 1999.
Mr. Yoshiaki Sakakura, formerly Chairman and Chief Executive Officer of
Mitsukoshi, was appointed a director of the Registrant on November 15, 1989. Mr.
Sakakura plans to retire from the Board effective with the Company's Annual
Meeting on May 20, 1999.
- PAGE 9 - TIFFANY & CO. REPORT ON FORM 10-K FY 1998
International Wholesale Distribution
Wholesale distribution of selected TIFFANY & CO. merchandise is also
made through independent distributors in the countries listed below. Multiple
doors are indicated in parentheses.
INTERNATIONAL WHOLESALE DISTRIBUTION
[Enlarge/Download Table]
-------------------------------------------------------------------------------------------
EUROPE ASIA-PACIFIC AND MIDDLE EAST
-------------------------------------------------------------------------------------------
Austria (2) * Luxembourg Bahrain (2) Lebanon (3)
Belgium Malta Egypt Oman
Czech Republic Monaco India * Qatar (2)
England (3) Russia (4) Israel (2) Saudi Arabia (5) *
Germany (31) * Spain (24) Japan (7) * Syria
Greece/Cyprus (11) Switzerland (21) * Jordan United Arab Emirates (3)*
Italy (50) * Turkey Kuwait *
[Enlarge/Download Table]
-------------------------------------------------------------------------------------------
CARIBBEAN CENTRAL/LATIN AMERICA
-------------------------------------------------------------------------------------------
Aruba Jamaica (3) Argentina (4) Mexico (4)
Bahamas (2) Puerto Rico (4) Brazil (2) Panama (2)
Bermuda St. Barthelemy Costa Rica Paraguay (2)
Dominican Republic St. Maarten Honduras (2) Uruguay
Grand Cayman (3) St. Thomas (3)
-------------------------------------------------------------------------------------------
* FARAONE merchandise also available in some locations.
Management anticipates continued expansion of international wholesale
distribution as markets are developed.
Expansion of Worldwide Retail Operations
Registrant expects to continue to open stores in locations outside the
United States. However, the timing and success of this program will depend upon
many factors, including Registrant's ability to obtain suitable retail space on
satisfactory economic terms and the extent of consumer demand for TIFFANY & CO.
products in overseas markets. Such demand varies from market to market.
The Company's commercial relationship with Mitsukoshi and Mitsukoshi's
ability to continue as a leading department store operator have been and will
continue to be substantial factors in the Company's continued success in Japan.
TIFFANY & CO. boutiques are located in 30 Mitsukoshi department stores and other
retail locations operated by Mitsukoshi in Japan. The Company also operates 13
boutiques primarily in department stores other than Mitsukoshi, in locations
within Japan but outside of Tokyo, and plans to open more.
TIFFANY & CO. REPORT ON FORM 10-K FY 1998 - PAGE 10 -
In recent years, the Japanese department store industry has, in
general, suffered declining sales. There is a risk that such financial
difficulties will force consolidations or store closings. Should one or more
Japanese department store operators, such as Mitsukoshi, elect or be required to
close one or more stores now housing a TIFFANY & CO. boutique, the Company's
sales and earnings would be reduced while alternate premises are being secured.
Mitsukoshi has informed the Company that in 1999 it will close the
annex to one of its stores in Tokyo which currently houses a TIFFANY & CO.
boutique. The Company's operations in the annex to be closed will be
consolidated with those of the existing boutique in the adjoining store
building.
Tiffany began its ongoing program of international expansion through
proprietary retail stores in 1986 with the establishment of the London store.
Company-operated international TIFFANY & CO. stores and boutiques range in size
from approximately 400 to 14,000 gross square feet and total approximately
159,000 gross square feet devoted to retail purposes. The following chart
details the growth in the Company's stores and boutiques since Fiscal 1987 on a
worldwide basis:
Worldwide Retail Locations
[Enlarge/Download Table]
Registrant's Subsidiary Companies Independent
Americas and Europe Asia-Pacific, Middle East, Americas
------------------- -----------------------------------
End of Canada,
Fiscal: U.S. Mexico Europe Japan Elsewhere Mitsukoshi Others Total
------- ---- ------ ------ ----- --------- ---------- ------ -----
1987 8 0 2 0 0 21 0 31
1988 9 0 3 0 1 21 0 34
1989 9 0 5 0 2 24 0 40
1990 12 0 5 0 3 27 0 47
1991 13 1 7 0 4 38 2 65
1992 16 1 7 7 4 36 4 75
1993 16 1 6 37 5 8 7 80
1994 18 1 6 37 7 8 8 85
1995 21 1 6 38 9 7 16 98
1996 23 1 6 39 12 4 19 104
1997 28 2 7 42 17 4 23 123
1998 34 2 7 44 17 3 19 126
- PAGE 11 - TIFFANY & CO. REPORT ON FORM 10-K FY 1998
Advertising and Promotion
Tiffany regularly advertises its business, primarily in newspapers and
magazines. Prior to 1996, television advertising was used only on a limited
basis, and only in Japan. Beginning in 1996, prime-time television advertising
was tested in the New York market. Since that test, television advertising has
been used on a limited basis, including nationally, during the holiday selling
season. Cooperative advertising funds are received from certain merchandise
vendors and the Company also provides its domestic and international third-party
distributors with cooperative advertising funds. In Fiscal 1996, 1997 and 1998,
Tiffany spent approximately $43.9 million, $51.8 million and $52.5 million,
respectively, on worldwide advertising, net of amounts contributed by vendors to
Tiffany, but inclusive of cooperative advertising funds contributed by Tiffany
to third party distributors and amounts expended to print and mail catalogs and
brochures.
Public Relations (promotional) activity is also a significant aspect of
Registrant's business. Management believes that Tiffany's image is enhanced by a
program of charity sponsorships, grants and merchandise donations. The Company
also engages in an aggressive program of retail promotions and media activities
to maintain consumer awareness of the Company and its products. Each year,
Tiffany publishes its well-known Blue Book which showcases fine jewelry and
other merchandise. Tiffany's New York window displays are another important
aspect of Tiffany's promotional efforts. In its New York store, Tiffany displays
table settings created by leading interior decorators and by prominent hosts and
hostesses. John Loring, Tiffany's Design Director, is the author of several
books featuring TIFFANY & CO. products. Registrant considers these and other
promotional efforts important in maintaining Tiffany's image as an arbiter of
taste and style.
Trademarks
The designations TIFFANY(R) and TIFFANY & CO.(R) are the principal
trademarks of Tiffany, as well as serving as tradenames. Tiffany has obtained
and is the proprietor of trademark registrations for TIFFANY and TIFFANY & CO.
as well as the TIFFANY BLUE BOX and has applied for trademark registration of
the color TIFFANY BLUE for a variety of product categories in the United States
and in other countries. Over the years, Tiffany has maintained a program to
protect its trademarks and has instituted legal action where necessary to
prevent others either from registering or using marks which are considered to
create a likelihood of confusion with the Company or its products. Tiffany has
been generally successful in such actions and management considers that its
United States trademark rights in TIFFANY and TIFFANY & CO. are strong. However,
use of the designation TIFFANY by third parties (often small companies) on
unrelated goods or services, frequently transient in nature, may not come to the
attention of Tiffany or may not rise to a level of concern warranting legal
action. Despite the general fame of the TIFFANY and TIFFANY & CO. name and mark
for the Company's products and services, Tiffany is not the sole person entitled
to use the name TIFFANY in every category in every country of the world; third
parties have registered the name TIFFANY in the United States in the food
services category, and in a number of foreign countries in respect of certain
product categories (including, in a few countries, the categories of fragrance,
cosmetics, jewelry, eyeglass frames, clothing and tobacco products) under
circumstances where Tiffany's rights were not sufficiently clear under local
law, and/or where management concluded that Tiffany's foreseeable business
interests did not warrant the expense of litigation.
TIFFANY & CO. REPORT ON FORM 10-K FY 1998 - PAGE 12 -
Designer Licenses
Tiffany has been the sole licensee for jewelry designed by Elsa
Peretti, Paloma Picasso and the late Jean Schlumberger since 1974, 1980 and
1956, respectively. In 1992, Tiffany acquired trademark and other rights
necessary to sell the designs of the late Mr. Schlumberger under the
TIFFANY-SCHLUMBERGER trademark. Ms. Peretti and Ms. Picasso retain ownership of
copyrights for their designs and of their trademarks and exercise approval
rights with respect to important aspects of the promotion, display, manufacture
and merchandising of their designs and Tiffany is required by contract to devote
a portion of its advertising budget to the promotion of their respective
products; each is paid a royalty by Tiffany for jewelry and other items designed
by them and sold under their respective names. Written agreements exist between
Ms. Peretti and Tiffany and between Ms. Picasso and Tiffany but may be
terminated by either party following six months notice to the other party.
Tiffany is the sole retail source for merchandise designed by Ms. Peretti
worldwide; however, she has reserved by contract the right to appoint other
distributors in markets outside the United States, Canada, Japan, Singapore,
Australia, Italy, the United Kingdom, Switzerland and Germany.
The designs of Ms. Peretti accounted for 14%, 14% and 15% of the
Company's net sales in Fiscal 1996, 1997 and 1998, respectively. Merchandise
designed by Ms. Picasso accounted for 4%, 4% and 3% of the Company's net sales
in Fiscal 1996, 1997 and 1998, respectively.
Registrant's operating results could be adversely affected were it to
cease to be a licensee of either of these designers or should its degree of
exclusivity in respect of their designs be diminished.
Merchandise Purchasing, Manufacturing and Raw Materials
Merchandise offered for sale by the Company is supplied from Tiffany's
workshops in New York City and Pelham, New York; Parsippany, New Jersey; Salem,
West Virginia; Paris, France; and Milan, Italy and through purchases and
consignments from others. The following table shows Tiffany's sources of
merchandise, based on cost, for the periods indicated:
[Download Table]
Fiscal Years
1996 1997 1998
---- ---- ----
Produced by Tiffany 38% 31% 31%
Purchased from others 62 69 69
---- ---- ----
Total 100% 100% 100%
==== ==== ====
The preceding figures include the cost of precious gems incorporated in such
merchandise. Included in the foregoing table is merchandise manufactured in
Fiscal 1996 for Tiffany by Howard H. Sweet & Son, Inc., a former affiliate of
the Registrant located in Attleboro, Massachusetts ("Sweet"). At the close of
Fiscal 1996, the manufacturing assets and business of Sweet were sold to a third
party. However, such third party has contracted, subject to certain conditions,
to continue
- PAGE 13 - TIFFANY & CO. REPORT ON FORM 10-K FY 1998
to provide the merchandise needed by Tiffany for a period of five years.
Approximately 37% of the merchandise purchased from others in Fiscal 1998 was
manufactured outside the United States.
Gems and precious metals used in making Tiffany's jewelry may be
purchased from a variety of sources. For the most part, purchases of such
materials are from suppliers with which Tiffany enjoys long-standing
relationships. Tiffany believes that there are numerous alternative sources for
gems and precious metals and that the loss of any single supplier would not have
a material adverse effect on its operations. However, Tiffany purchases cut
diamonds principally from three key vendors. Were trade relations between
Tiffany and one or more of these vendors to be disrupted, the Company's sales
would be adversely affected in the short term until alternative supply
arrangements could be established.
Diamond jewelry accounted for approximately 21% of Tiffany's net sales
in Fiscal 1996, 1997 and 1998, respectively.
The supply and price of rough (uncut and unpolished) diamonds in the
principal world markets have been and continue to be significantly influenced by
a single entity, the Central Selling Organization (the "CSO"), of De Beers
Centenary AG, a Swiss corporation. The CSO supplies approximately 70% of the
world market for rough, gem-quality diamonds, notwithstanding that its
historical ability to control supplies has been somewhat diminished due to
changing politics in diamond-producing countries and revised contractual
arrangements with independent mine operators. Through its affiliates, the CSO
continues to exert a significant influence on the demand for polished diamonds
through its advertising and marketing efforts throughout the world.
Tiffany does not purchase rough diamonds; in consequence, Tiffany does
not purchase directly from the CSO. Some, but not all, of Tiffany's suppliers do
purchase directly from the CSO. The availability and price of diamonds to the
CSO and Tiffany's suppliers may be, to some extent, dependent on the political
situation in diamond-producing countries, the opening of new mines and the
continuance of the prevailing supply and marketing arrangements for rough
diamonds. Sustained interruption in the supply of rough diamonds, an
over-abundance of supply or a substantial change in the marketing arrangements
described above could adversely affect Tiffany and the retail jewelry industry
as a whole. The CSO has announced that it will, at some time in the future,
offer to brand cut and polished diamonds with a proprietary trademark. This
service will be offered to its direct purchasers. Such a change, coupled with a
change in the marketing and advertising policies of the CSO's affiliates, could
affect consumer demand for diamonds that do not bear the CSO's trademark.
Tiffany may or may not carry such branded diamonds in the future.
Finished jewelry is purchased from approximately 150 manufacturers,
most of which have long-standing relationships with Tiffany. Tiffany believes
that there are alternative sources for most jewelry items; however, due to the
craftsmanship involved in certain designs, Tiffany would have difficulty in
finding readily available alternatives in the short term.
TIFFANY & CO. brand clocks and components for timepieces are
manufactured and assembled by third parties. Approximately 41% of net watch
sales during Fiscal 1998 were
TIFFANY & CO. REPORT ON FORM 10-K FY 1998 - PAGE 14 -
attributable to a single manufacturer. Tiffany contracts with a single
manufacturer to produce its silver flatware patterns from Tiffany's proprietary
tools and dies by use of Tiffany's traditional manufacturing techniques.
Likewise, engraved stationery is purchased from a single manufacturer. Loss of
any of these manufacturers could result in the unavailability of timepieces,
silver flatware or engraved stationery, as the case may be, during the period
necessary for Tiffany to arrange for new production.
Competition
Registrant encounters significant competition in all of its product
lines from other third-party providers, some of which specialize in just one
area in which the Company is active. Many of the Company's competitors have
established reputations for style and expertise similar to that of the Company
and compete on the basis of value. Other jewelers and retailers compete
primarily through advertised price promotion. The Company competes on the basis
of quality and value and does not engage in price promotional advertising.
The international marketplace for the Company's products is highly
competitive. Although the Company believes that the name TIFFANY & CO. is known
internationally, and although Tiffany did operate retail stores in London and
Paris prior to World War II, the Company did not have a retail presence in
Europe in the post-war era until 1986. Accordingly, consumer awareness of
Tiffany & Co. and its products is not as strong in Europe as in the U.S. or in
Japan, where Tiffany has distributed its products for many years. The Company
expects that its overseas stores will continue to experience intense competition
from established retailers in international cities where TIFFANY & CO. stores
are or may eventually be located.
Registrant also faces increasing competition in the area of direct
marketing. A growing number of direct sellers compete for access to the same
mailing lists of known purchasers of luxury goods. In marketing service awards
and business gifts to corporations and other organizations, the Company faces
numerous competitors who sell a wide variety of products at a greater price
range than the Company, which has chosen to offer a more limited selection in
order to adhere to its established quality standards.
Employees
As of January 31, 1999, the Registrant's subsidiary corporations
employed an aggregate of approximately 4,845 full-time and part-time persons. Of
those employees, 4,084 are employed in the United States. Of Tiffany's total
employees, approximately 1,835 persons are salaried employees, 412 are engaged
in manufacturing and 2,215 are retail store personnel. None of the Company's
employees is represented by a union. Registrant believes that relations with its
employees are good.
- PAGE 15 - TIFFANY & CO. REPORT ON FORM 10-K FY 1998
ITEM 2. PROPERTIES
All of Tiffany's principal operating facilities are leased, although
Registrant does own a small glass manufacturing facility in Salem, West
Virginia.
New York Store
Tiffany leases the land and building at 727 Fifth Avenue in New York
City for use as its main retail store and executive offices. The building was
constructed for Tiffany in 1940. Approximately 32,450 gross square feet of this
124,000 square foot building are devoted to retail selling purposes, with the
balance devoted to executive and administrative offices, certain product
services, jewelry manufacturing and storage. The building at 727 Fifth Avenue
was designed to be a retail store for Tiffany and Tiffany believes it is well
configured and located for this function.
The initial lease term for the New York store building expired on
October 31, 1994 and has been renewed for additional five year terms expiring on
October 31, 1999, and 2004, respectively. It may, subject to the terms of the
lease, be renewed for three more successive terms of five years each. Basic rent
for the building is $7.1 million per annum. That rate will remain effective
until October 31, 1999. Effective November 1, 1999 and when Tiffany exercises
additional renewal terms, the basic rent will be increased by the greater of (i)
a proportional increase in accordance with a consumer price index or (ii) the
fair rental value of the property as determined by an appraisal proceeding.
Although Tiffany is not privy to specific lease rates for comparable store
leases in New York's Fifth Avenue shopping district near 57th Street, it has
been reported that lease rates within the district are generally rising due to
demand by other retailers. Accordingly, rent for the building may increase in
1999 by an amount in excess of the proportional increase in such consumer price
index. Tiffany must also pay all costs of operating the building, including real
property taxes, in addition to the basic rent.
Customer Service Center
In 1995, Tiffany entered into a lease of undeveloped property in
Parsippany, New Jersey, in order to construct and occupy a new distribution
facility. In April 1997, construction of the "Customer Service Center" ("CSC")
on that property was completed and Tiffany commenced operations there. The CSC
is a combined warehouse, distribution, light manufacturing, computing and office
center. It comprises approximately 269,000 square feet, of which approximately
96,000 square feet are devoted to office and computer operations use, with the
balance devoted to warehousing, shipping, receiving, light manufacturing,
merchandise processing and other distribution functions.
The basic lease term for the CSC will expire on January 31, 2000.
Subject to the conditions stated in the lease, Tiffany may thereafter extend the
term of the lease for nine separate one year periods. The rental rate will be
approximately $13.33 per square foot throughout the 12-year maximum term of the
lease and Tiffany must also pay all expenses of operating and maintaining the
CSC, including property taxes. Subject to certain conditions stated in the lease
governing the end of the lease term and Tiffany's obligation to pay specified
costs and expenses, Tiffany has the
TIFFANY & CO. REPORT ON FORM 10-K FY 1998 - PAGE 16 -
right to purchase the CSC in each of years 1997 through 2009 for a scheduled
purchase price that ranges from $37.5 to $27.8 million. Alternatively, if the
CSC is sold to a third party for less than such scheduled purchase price,
Tiffany would become liable for an end-of-term rental adjustment up to the
amount of such deficiency (subject to a conditional maximum deficiency), and
would, if the CSC is neither purchased by Tiffany nor sold to a third party,
become liable for an end-of-term rental adjustment that would range from $37.5
to $24.6 million in years 1997 through 2009 depending on Tiffany's compliance
with certain lease conditions. Registrant has guaranteed Tiffany's obligations
under the CSC lease and provided certain financial covenants to the landlord's
lenders in support of such guaranty consistent with financial covenants provided
to Registrant's bank lenders.
Registrant believes that the CSC has been properly designed to handle
worldwide distribution functions and that it is suitable for that purpose.
- PAGE 17 - TIFFANY & CO. REPORT ON FORM 10-K FY 1998
Branch and Subsidiary Retail Store Leases
Set forth below is the expiration date for each of Tiffany's existing
branch and subsidiary retail store leases (and, where applicable, optional
renewal terms):
U.S. BRANCH STORE LEASES
[Enlarge/Download Table]
CITY STATE/TERR. LOCATION EXPIRATION DATE RENEWAL OPTIONS
---- ----------- -------- --------------- ---------------
Atlanta GA Phipps Plaza Shopping Center July 31, 2000 Two five-year terms
Bal Harbour FL Bal Harbour Shops May 31, 2003
Bergen County NJ Riverside Square Mall September 30, 2006
Beverly Hills CA Two Rodeo Drive October 7, 2005 Two five-year terms
Boston MA Copley Place July 31, 2009 Two five-year terms
Charlotte NC SouthPark Mall December 31, 2007 One five-year term
Chestnut Hill MA The Atrium January 31, 2008 One five-year term
Chevy Chase MD 5500 Wisconsin Avenue January 31, 2006
Chicago IL 730 North Michigan Avenue October 1, 2012 Two five-year terms
Cincinnati OH Fountain Place November 30, 2012 Two five-year terms
Costa Mesa CA South Coast Plaza January 31, 2004 One five-year term
Dallas TX The Galleria October 31, 2007
Denver CO Cherry Creek Shopping Center August 30, 2008 One five-year term
Honolulu HI Ala Moana Center January 31, 2000
Honolulu HI Hilton Hawaiian Village December 31, 2002 One five-year term
Honolulu HI Moana Surfrider January 31, 2001
Houston TX Galleria Post Oak September 30, 2001 One five-year term
Las Vegas NV Bellagio August 31, 2008 One ten-year term
King of Prussia PA King of Prussia Plaza November 30, 2005 One five-year term
Manhasset NY Americana Shopping Center August 14, 2008
Maui HI Whalers Village July 31, 1999
Oak Brook IL Oakbrook Center April 30, 2009 Two five-year terms
Palm Beach FL 259 Worth Avenue May 31, 2007 Two five-year terms
Palo Alto CA Stanford Shopping Center May 31, 2007
Philadelphia PA The Bellevue November 16, 2005 One five-year term
San Diego CA Fashion Valley Shopping Center December 31, 2007 One five-year term
San Francisco CA Union Square October 29, 2006 One ten-year term
Scottsdale AZ Fashion Square December 31, 2008 One five-year term
Seattle WA Pacific Place October 1, 2008 Two five-year terms
Short Hills NJ The Mall at Short Hills August 31, 2005 One five-year term
Troy MI The Somerset Collection September 30, 2007
Tumon Guam Tumon Sands Plaza September 30, 2001 One five-year term
Vienna VA Fairfax Square March 31, 2000 Two five-year terms
White Plains NY The Westchester April 30, 2005 One five-year term
TIFFANY & CO. REPORT ON FORM 10-K FY 1998 - PAGE 18 -
INTERNATIONAL BRANCH STORE LEASES
[Enlarge/Download Table]
COUNTRY CITY LOCATION EXPIRATION DATE RENEWAL OPTIONS
------- ---- -------- --------------- ---------------
Australia Sydney Chifley Tower October 18, 1999 Two five-year terms
Australia Melbourne Crown Casino May 7, 2000 Two three-year terms
Canada Toronto 85 Bloor Street October 15, 2006 One seven-year term
England London 25 Old Bond Street March 27, 2016
Germany Frankfurt 20 Goethestrasse January 31, 2001 One 10-year term
Germany Munich Residenzstrasse 11 January 31, 2004 One five-year term
Hong Kong The Landmark October 31, 2000
Hong Kong Kowloon The Peninsula February 28, 1999
Hong Kong Pacific Place October 31, 2000
Italy Florence Via Tornabuoni December 31, 2001 One six-year term+
Italy Milan Via Montenapoleone June 30, 1999
Japan Tokyo Ginza October 24, 2002 One three-year term
Korea Seoul Grand Hyatt Hotel April 30, 2000 One two-year term
Mexico Mexico City El Palacio de Hierro January 31, 2000
Singapore Raffles Hotel September 15, 2000
Singapore Ngee Ann City September 14, 1999 One one-year term
Switzerland Zurich Bahnhofstrasse 14 September 30, 2000
Taiwan Taipei Regent Hotel October 3, 2000 One five-year term
+ Renewal subject to conditions imposed by Italian law, including right of
landlord to occupy premises for its own use.
New Store Leases
In addition to the U.S. leases described above, Tiffany has entered
into the following new leases for domestic stores expected to open in 1999: a
10-year lease for a 3,900 square foot store at Century City Shopping Center, Los
Angeles, California and a 10-year lease for a 7,100 square foot store at
NorthPark Center, Dallas, Texas. The Company's affiliate has entered into a
lease for a 7,200 square foot store in Paris, France, which it anticipates
opening in November 1999.
- PAGE 19 - TIFFANY & CO. REPORT ON FORM 10-K FY 1998
ITEM 3. LEGAL AND ENVIRONMENTAL PROCEEDINGS
On March 24, 1999, Dallas Galleria Limited, Tiffany's landlord at the
existing Dallas Galleria branch store, commenced a lawsuit against Tiffany in
the United States District Court for the Southern District of Texas, Houston
Division. The lawsuit seeks to enforce a lease provision which, if enforceable,
would prohibit Tiffany from operating a similar or competing store within a
six-mile radius of the Galleria; the lawsuit claims that Tiffany's planned store
at Northpark Center in Dallas would violate this provision. The lawsuit seeks a
declaration that the radius provision is valid and enforceable, a court order
restraining Tiffany from operating a store in the Northpark Center, damages and
attorneys fees.
Registrant and Tiffany are from time to time involved in routine
litigation incidental to the conduct of Tiffany's business, including
proceedings to protect its trademark rights, litigation instituted by persons
alleged to have been injured upon premises within Registrant's control and
litigation with present and former employees. Although litigation with present
and former employees is routine and incidental to the conduct of Tiffany's
business as well as for any business employing significant numbers of U.S.-based
employees, such litigation can result in large monetary awards when a civil jury
is allowed to determine compensatory and/or punitive damages for actions
claiming discrimination on the basis of age, gender, race, religion, disability
or other legally protected characteristic or for termination of employment that
is wrongful or in violation of implied contracts. However, Registrant believes
that no litigation currently pending to which it or Tiffany is a party or to
which its properties are subject will have a material adverse effect on its
financial position, results of operations or cash flows.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the
fourth quarter of the Fiscal year ended January 31, 1999.
TIFFANY & CO. REPORT ON FORM 10-K FY 1998 - PAGE 20 -
EXECUTIVE OFFICERS OF THE REGISTRANT
The executive officers of Registrant are:
[Enlarge/Download Table]
NAME AGE POSITION YEAR JOINED TIFFANY
---- --- -------- -------------------
William R. Chaney 66 Chairman of the Board of Directors 1980
Michael J. Kowalski 47 President and Chief Executive Officer 1983
James E. Quinn 47 Vice Chairman 1986
James N. Fernandez 43 Executive Vice President 1983
and Chief Financial Officer
Beth O. Canavan 44 Senior Vice President - U.S. Retail Sales 1987
Patrick B. Dorsey 48 Senior Vice President - General Counsel and 1985
Secretary
Linda A. Hanson 38 Senior Vice President - Merchandising 1990
Fernanda M. Kellogg 52 Senior Vice President - Public Relations 1984
Caroline D. Naggiar 41 Senior Vice President - Marketing 1997
John S. Petterson 40 Senior Vice President - Corporate Sales 1988
William R. Chaney. Mr. Chaney, Chairman of Tiffany since August 1984, joined
Tiffany in January 1980 as a member of its Board. From August 1984 through
January 31, 1999, he also served as Chief Executive Officer of Registrant. Prior
to 1984 he served as an executive officer of Avon Products Inc. Mr. Chaney also
serves on the board of directors of the Bank of New York and the Atlantic Mutual
Companies.
Michael J. Kowalski. Mr. Kowalski was appointed President on January 18, 1996,
Chief Operating Officer on January 16, 1997, and Chief Executive Officer on
February 1, 1999, succeeding William R. Chaney. He has served on Registrant's
Board of Directors since January 1995. He previously served as Executive Vice
President from March 19, 1992, with overall responsibility in the following
areas: merchandising, marketing, advertising, public relations and product
design. He has held a variety of merchandising management positions since
joining Tiffany in 1983 as Director of Financial Planning.
- PAGE 21 - TIFFANY & CO. REPORT ON FORM 10-K FY 1998
James E. Quinn. Mr. Quinn joined the Company in July 1986 as Vice President of
branch sales for the Company's corporate sales operations and has since had
various responsibilities for sales management and operations. He was promoted to
Executive Vice President on March 19, 1992 and assumed responsibility for retail
and corporate sales for the Americas in 1994. In January 1995 he became a member
of Registrant's Board of Directors. In January 1998, he was appointed Vice
Chairman. He has responsibility for worldwide sales. Mr. Quinn is a member of
the Board of Directors of the BNY Hamilton Funds, Inc. and Mutual of America
Capital Management.
James N. Fernandez. Mr. Fernandez joined Tiffany in October 1983 and has held
various positions in financial planning and management prior to his appointment
as Senior Vice President-Chief Financial Officer in April 1989. In January 1998,
he was promoted to Executive Vice President-Chief Financial Officer, at which
time his responsibilities were expanded to include distribution in addition to
his responsibilities for the accounting, treasury, investor relations,
information technology, financial planning and internal audit functions.
Beth O. Canavan. Ms. Canavan joined the Company in May 1987 as Director of New
Store Development. She assumed her current responsibilities for retail sales
throughout the United States in May 1997.
Patrick B. Dorsey. Mr. Dorsey joined the Company in July 1985 as General Counsel
and Secretary.
Linda A. Hanson Ms. Hanson joined Tiffany in April 1990 as a management
associate. She assumed her current responsibilities in July 1997.
Fernanda M. Kellogg. Ms. Kellogg joined Tiffany in October 1984 as Director of
Retail Marketing. She assumed her current responsibilities in January 1990.
Caroline D. Naggiar. Ms. Naggiar joined Tiffany in June 1997 as Vice President -
Marketing Communications. She assumed her current responsibilities in February
1998. Prior to joining Tiffany, she served as Vice President-Management
Representative of McCann-Erickson Advertising from January 1993, where she was
responsible for the Tiffany account.
John S. Petterson. Mr. Petterson joined Tiffany in 1988 as a management
associate. He assumed his current responsibilities in May 1995.
TIFFANY & CO. REPORT ON FORM 10-K FY 1998 - PAGE 22 -
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Registrant's Common Stock is traded on the New York Stock Exchange. In
consolidated trading the high and low selling prices per share for shares of
such Common Stock for Fiscal 1997 were:
[Download Table]
Fiscal 1997 High Low
----------- ---- ---
First Fiscal Quarter $42.63 $34.25
Second Fiscal Quarter $48.63 $38.50
Third Fiscal Quarter $48.63 $36.81
Fourth Fiscal Quarter $41.50 $33.75
In consolidated trading, the high and low selling prices per share for
shares of such Common Stock for Fiscal 1998 were:
[Download Table]
Fiscal 1998 High Low
----------- ---- ---
First Fiscal Quarter $52.00 $39.75
Second Fiscal Quarter $48.88 $40.19
Third Fiscal Quarter $45.50 $27.00
Fourth Fiscal Quarter $65.00 $33.50
On March 25, 1999, the high and low selling prices quoted on such
exchange were $72.00 and $67.50 respectively. On March 25, 1999 there were 2,704
record holders of Registrant's Common Stock.
It is Registrant's policy to pay a quarterly dividend of $0.09 per share
of Common Stock, subject to declaration of such dividend by Registrant's Board
of Directors. In Fiscal 1997, a dividend of $0.05 per share was paid on April
10, 1997. On May 15, 1997, Registrant's Board of Directors declared an increase
in the regular quarterly dividend from $0.05 to $0.07 per share of Common Stock.
Thereafter, dividends of $0.07 per share were paid on July 10, 1997, October 10,
1997 and January 12, 1998. In Fiscal 1998, a dividend of $0.07 per share of
Common Stock was paid on April 10, 1998. On May 21, 1998, Registrant's Board of
Directors declared an increase in the regular quarterly dividend from $0.07 to
$0.09 per share of Common Stock. Thereafter, dividends of $0.09 per share of
Common Stock were paid on July 10, 1998, October 12, 1998, and January 11, 1999.
In calculating the aggregate market value of the voting stock held by
non-affiliates of the Registrant shown on the cover page of this Report on Form
10-K, 582,204 shares of Registrant's Common Stock beneficially owned by the
executive officers and directors of the Registrant (exclusive of shares which
may be acquired on exercise of employee stock options) were excluded, on the
assumption that certain of those persons could be considered "affiliates" under
the provisions of Rule 405 promulgated under the Securities Act of 1933.
- PAGE 23 - TIFFANY & CO. REPORT ON FORM 10-K FY 1998
ITEM 6. SELECTED FINANCIAL DATA
Incorporated by reference from Registrant's Annual Report to Stockholders for
the Fiscal year ended January 31, 1999, pages 14-15.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Incorporated by reference from Registrant's Annual Report to Stockholders for
the Fiscal year ended January 31, 1999, pages 16-22.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Incorporated by reference from Registrant's Annual Report to Stockholders for
the Fiscal year ended January 31, 1999, pages 23-42.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
NONE.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Incorporated by reference from Registrant's Proxy Statement dated April 8, 1999,
pages 7-8.
ITEM 11. EXECUTIVE COMPENSATION
Incorporated by reference from Registrant's Proxy Statement dated April 8, 1999,
pages 9-20.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Incorporated by reference from Registrant's Proxy Statement dated April 8, 1999,
pages 5-7.
TIFFANY & CO. REPORT ON FORM 10-K FY 1998 - PAGE 24 -
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Incorporated by reference from Registrant's Proxy Statement dated April 8, 1999,
page 20.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K
(a) List of Documents Filed As Part of This Report:
1. Financial Statements:
Data incorporated by reference from
the 1998 Annual Report to Stockholders
of Tiffany & Co. and Subsidiaries:
Report of Independent Accountants
(following this Form 10-K)
Consolidated statements of earnings
for the years ended January 31, 1999, 1998 and 1997
Consolidated balance sheets
as of January 31, 1999 and 1998
Consolidated statements of stockholders' equity
for the years ended January 31, 1999, 1998 and 1997
Consolidated statements of cash flows
for the years ended January 31, 1999, 1998 and 1997
Notes to consolidated financial statements
2. Financial Statement Schedules:
The following financial statement schedule should be read in
conjunction with the consolidated financial statements incorporated by reference
herein:
II. Valuation and qualifying accounts and reserves.
All other schedules have been omitted since they are either not applicable or
not required, or because the information required is included in the
consolidated financial statements and notes thereto.
- PAGE 25 - TIFFANY & CO. REPORT ON FORM 10-K FY 1998
3. Exhibits:
The following exhibits have been filed with the Securities and Exchange
Commission but are not attached to copies of this Form 10-K other than complete
copies filed with said Commission and the New York Stock Exchange:
Exhibit Description
3.1 Restated Certificate of Incorporation of Registrant. Incorporated by
reference from Exhibit 3.1 to Registrant's Report on Form 8-K dated
May 16, 1996.
3.2 By-Laws of Registrant (as last amended January 21, 1999).
4.1 Amended and Restated Rights Agreement Dated as of September 22, 1998
by and between Registrant and ChaseMellon Shareholder Services
L.L.C., as Rights Agent. Incorporated by reference from Exhibit 4.1
to Registrant's Report on Form 8-A/A dated September 24, 1998.
10.5 Designer Agreement between Tiffany and Paloma Picasso dated April 4,
1985. Incorporated by reference from Exhibit 10.5 filed with
Registrant's Registration Statement on Form S-1, Registration No.
33-12818 (the "Registration Statement").
10.16 Lease dated October 15, 1984 between Avon Export Corporation and
Tiffany for 727 Fifth Avenue, New York, N.Y. Incorporated by
reference from Exhibit 10.16 to the Registration Statement.
10.101 Form of Note Purchase Agreement, including the form of 7.52% Senior
Notes due 2003 issued thereunder at par by Registrant on January 31,
1993 for an aggregate principal amount of $51,500,000. Incorporated
by reference from Exhibit 10.101 filed with Registrant's Report on
Form 10-K for the Fiscal year ended January 31, 1993 and dated April
12, 1993.
10.111 Agreement made June 12, 1993 by and between Tiffany-Japan (Delaware)
Inc., Tiffany and Mitsukoshi Limited as amended. Incorporated by
reference from Exhibit 10.111 filed with Registrant's Report on Form
8-K filed June 12, 1993 and Exhibit 10.111a filed with Registrant's
Report on Form 10-Q dated August 28, 1998.
10.116 Credit Agreement dated as of June 26, 1995 by and among Registrant,
Tiffany, Tiffany & Co. International, The Bank of New York, as
Issuing Bank and as Swing Line Lender, The Bank of New York, as
Arranging Agent and The Bank of New York as Administrative Agent,
restated through Amendment No. 5 dated as of November 20, 1997.
Incorporated by reference from Exhibit 10.116 filed with
Registrant's Report on Form 10-Q for the Fiscal quarter ended
October 31, 1997 and dated December 10, 1997.
TIFFANY & CO. REPORT ON FORM 10-K FY 1998 - PAGE 26 -
Exhibit Description
10.116a Amendments Nos. 6-8 to Credit Agreement referred to in Exhibit
10.116 above, dated, respectively October 6, 1998, November 30, 1998
and March 8, 1999.
10.119 Amended and Restated Lease Agreement dated as of December 1, 1995,
effective as of August 1, 1995, by and between First Fidelity Bank,
National Association, not in its individual capacity, but solely as
the trustee under that certain Trust Agreement 1995-1 dated as of
July 1, 1995, as amended, as Owner-Lessor and Tiffany, as Lessee;
Amended and Restated Construction Agency Agreement dated as of
December 1, 1995, effective as of December 11, 1995, by and between
Tiffany, as Agent, and First Fidelity Bank, National Association, a
national banking association, not in its individual capacity but
solely as trustee pursuant to a Trust Agreement 1995-1 dated as of
July 1, 1995, as amended, as Owner; Agreement and Consent to
Assignment dated as of December 1, 1995 among Registrant, Tiffany
and Fleet National Bank of Connecticut, as Collateral Trustee; and
Definition Appendix to the foregoing documents listed in this
Exhibit 10.119. Incorporated by reference from Exhibit 10.119 filed
with Registrant's Report on Form 10-K for the Fiscal year ended
January 31, 1996 and dated April 8, 1996.
10.119a Amendment No. 1 to the Agreement and Consent to Assignment dated as
of December 1, 1995 among Registrant, Tiffany and Fleet National
Bank of Connecticut, as Collateral Trustee referenced in Exhibit
10.119 above, dated November 3, 1998.
10.120 Watch Supplier Agreement as of October 30, 1995 by and among Tiffany
and Tiffany & Co. Watch Center S.A. and TWF SA. Incorporated by
reference from Exhibit 10.120 filed with Registrant's Report on Form
10-K for the Fiscal year ended January 31, 1996 and dated April 8,
1996.
10.121 Agreement as of February 23, 1996 among Mitsukoshi Limited,
Tiffany-Japan Inc. and Tiffany. Incorporated by reference from
Exhibit 10.121 filed with Registrant's Report on Form 10-K for the
Fiscal year ended January 31, 1996 and dated April 8, 1996.
10.122 Agreement dated as of April 3, 1996 among American Family Life
Assurance Company of Columbus, Japan Branch, Tiffany & Co. Japan,
Inc., Japan Branch, and Registrant, as Guarantor, for yen
5,000,000,000 Loan Due 2011. Incorporated by reference from Exhibit
10.122 filed with Registrant's Report on Form 10-Q for the Fiscal
quarter ended April 30, 1996 and dated June 13, 1996.
10.122a Amendment No. 1 to the Agreement referred to in Exhibit 10.122
above, dated November 18, 1998.
10.123 Agreement made effective as of February 1, 1997 by and between
Tiffany and Elsa Peretti. Incorporated by reference from Exhibit
10.123 to Registrant's Report on Form 10-K for the Fiscal year ended
January 31, 1997 and dated April 8, 1997.
- PAGE 27 - TIFFANY & CO. REPORT ON FORM 10-K FY 1998
Exhibit Description
10.126 Form of Note Purchase Agreement between Registrant and various
institutional note purchasers with Schedules B, 5.14 and 5.15 and
Exhibits 1A, 1B, and 4.7 thereto, dated as of December 30, 1998 in
respect of Registrant's $60 million principal amount 6.90% Series A
Senior Notes due December 30, 2008 and $40 million principal amount
7.05% Series B Senior Notes due December 30, 2010.
13.1 Annual Report to Stockholders for Fiscal Year Ended January 31, 1999
(pages 14-42 of such Annual Report have been filed in electronic
format).
21.1 Subsidiaries of Registrant.
23.1 Consent of PricewaterhouseCoopers LLP, independent accountants.
27 Financial Data Schedule (Exhibit 27 is submitted as an exhibit only
in the electronic format of this Annual Report on Form 10-K
submitted to the Securities and Exchange Commission).
Executive Compensation Plans and Arrangements
Exhibit Description
4.3 Registrant's 1998 Employee Incentive Plan and standard terms of
stock option award (transferable and non-transferable). Incorporated
by reference from Exhibit 4.3 to Registrant's Registration Statement
on Form S-8, file number 333-67723, filed November 23, 1998.
4.3a Standard terms of stock option award (transferable and
non-transferable) under Registrant's 1998 Employee Incentive Plan,
as revised January 21, 1999.
4.4 Registrant's 1998 Directors Option Plan. Incorporated by reference
from Exhibit 4.3 to Registrant's Registration Statement on Form S-8,
file number 333-67725, filed November 23, 1998.
4.4a Standard terms of stock option award (transferable non-qualified
option) under Registrant's 1998 Directors Option Plan, as revised
January 21, 1999.
10.3 Registrant's 1986 Stock Option Plan and terms of stock option
agreement, as last amended on July 16, 1998.
10.25 Amended and Restated Deferred Compensation Agreement originally made
effective December 31, 1989 by and between William R. Chaney and
Tiffany and Company, and subsequently amended February 8, 1999.
10.49 Form of Indemnity Agreement, approved by the Board of Directors on
March 19, 1987. Incorporated by reference from Exhibit 10.49 to the
Registration Statement.
TIFFANY & CO. REPORT ON FORM 10-K FY 1998 - PAGE 28 -
Exhibit Description
10.60 Registrant's 1988 Director Stock Option Plan and form of Stock
Option agreement, as last amended on November 21, 1996. Incorporated
by reference from Exhibit 10.60 to Registrant's Report on Form 10-K
for the Fiscal year ended January 31, 1997 and dated April 8, 1997.
10.105 Group Long Term Disability Insurance Policy issued by The Mutual
Benefit Life Insurance Company. Policy Number: G53,152. Incorporated
by reference from Exhibit 10.105 filed with Registrant's Report on
Form 10-K for the Fiscal year ended January 31, 1993 and dated April
12, 1993.
10.106 Amended and Restated Tiffany and Company Executive Deferral Plan
originally made effective October 1, 1989, as amended effective
October 1, 1998.
10.108 Registrant's Amended and Restated Retirement Plan for Non-Employee
Directors originally made effective January 1, 1989, as amended
through January 21, 1999.
10.109 Summary of informal incentive cash bonus plan for managerial
employees. Incorporated by reference from Exhibit 10.109 filed with
Registrant's Report on Form 10-K for the Fiscal year ended January
31, 1993 and dated April 12, 1993.
10.113 Tiffany and Company Pension Plan, as last amended effective December
21, 1998.
10.114 1994 Tiffany and Company Supplemental Retirement Income Plan.
Incorporated by reference from Exhibit 10.114 filed with
Registrant's Report on Form 10-K for the Fiscal year ended January
31, 1994 and dated April 7, 1994.
10.115 1994 Form of Split Dollar Life Insurance Agreement entered into by
Tiffany and Company and certain Executive Officers including form of
Assignment of Life Insurance Policy as Collateral and Rider No. 1 to
1994 Form of Split Dollar Life Insurance Agreement entered into by
Tiffany and Company and certain Executive Officers. Incorporated by
reference from Exhibit 10.115 filed with Registrant's Report on Form
10-K for the fiscal year ended January 31, 1995 and dated April 7,
1995.
10.115a Riders Nos. 2 and 3, dated October 18, 1998 and March 20, 1999,
respectively to Split Dollar Life Insurance Agreements between and
among William R. Chaney and Tiffany and Company, and respectively,
the 1994 Chaney Family Trust u/a 2/23/94 and the Babette C. Chaney
et al. Trust u/a 2/23/94.
10.127 Retention Agreements dated March 30, 1999 between and among
Registrant and Tiffany and, respectively, each of the following
executive officers: Michael J. Kowalski, James E. Quinn, James N.
Fernandez and Patrick B. Dorsey and Appendices I to III to each of
those Agreements.
REGISTRANT WILL FURNISH COPIES OF ANY OF THE FOREGOING EXHIBITS TO ANY
REGISTERED HOLDER OF THE REGISTRANT'S COMMON STOCK UPON PAYMENT OF A FEE OF $.15
PER PAGE FURNISHED, WHICH FEE REPRESENTS REGISTRANT'S EXPENSES IN FURNISHING
SUCH EXHIBIT.
- PAGE 29 - TIFFANY & CO. REPORT ON FORM 10-K FY 1998
(b) Reports on Form 8-K.
On March 4, 1999, Registrant filed a Report on Form 8-K reporting that
it had issued a press release announcing its sales and earnings for the
three-month period and Fiscal year ended January 31, 1999.
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
TIFFANY & CO.
(Registrant)
Date: April 8, 1999 By: /s/ Michael J. Kowalski
--------------------------------
Michael J. Kowalski
President and Chief Executive Officer
TIFFANY & CO. REPORT ON FORM 10-K FY 1998 - PAGE 30 -
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the date indicated.
By: /s/ William R. Chaney By: /s/ Michael J. Kowalski
----------------------------- -----------------------------
William R. Chaney Michael J. Kowalski
Chairman of the Board President and Chief Executive Officer
(director) (principal executive officer) (director)
By: /s/ James N. Fernandez By: /s/ Warren S. Feld
----------------------------- -----------------------------
James N. Fernandez Warren S. Feld
Executive Vice President Vice President
(principal financial officer) (principal accounting officer)
By: /s/ Rose Marie Bravo By: /s/ James E. Quinn
----------------------------- -----------------------------
Rose Marie Bravo James E. Quinn
Director Vice Chairman
(director)
By: /s/ Samuel L. Hayes, III By: /s/ Yoshiaki Sakakura
----------------------------- -----------------------------
Samuel L. Hayes, III Yoshiaki Sakakura
Director Director
By: /s/ Charles K. Marquis By: /s/ William A. Shutzer
----------------------------- -----------------------------
Charles K. Marquis William A. Shutzer
Director Director
By: /s/ Geraldine Stutz
-----------------------------
Geraldine Stutz
Director
April 8, 1999
- PAGE 31 - TIFFANY & CO. REPORT ON FORM 10-K FY 1998
PRICEWATERHOUSECOOPERS LLP
REPORT OF INDEPENDENT ACCOUNTANTS
To the Shareholders and
Board of Directors of Tiffany & Co.
Our report on the consolidated financial statements of Tiffany & Co. and
Subsidiaries has been incorporated by reference in this Form 10-K from the 1998
Annual Report to Stockholders of Tiffany & Co. and Subsidiaries. In connection
with our audits of such consolidated financial statements, we have also audited
the related financial statement schedule listed in Item 14(a)(2) of this Form
10-K.
In our opinion, the financial statement schedule referred to above, when
considered in relation to the basic consolidated financial statements taken as a
whole, presents fairly, in all material respects, the information required to be
included therein.
/s/ PricewaterhouseCoopers LLP
New York, New York
March 2, 1999
TIFFANY & CO. REPORT ON FORM 10-K FY 1998 - PAGE 32 -
TIFFANY & CO. AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
[Enlarge/Download Table]
---------------------------------------------------------------------------------------------------------------------
Column A Column B Column C Column D Column E
---------------------------------------------------------------------------------------------------------------------
Additions
--------------------------------
Balance at Charged to
beginning costs and Charged to Balance at end
Description of period expenses other accounts Deductions of period
---------------------------------------------------------------------------------------------------------------------
Year Ended
January 31, 1999:
Reserves deducted from
assets:
Accounts receivable
allowances principally
doubtful accounts $ 6,988,475 $ 2,579,284 $ -- $1,461,347 (a) $ 8,106,412
Allowance for inventory
liquidation and
obsolescence 16,112,265 5,727,108 -- 6,184,479 (b) 15,654,894
Allowance for inventory
shrinkage 1,726,535 4,156,366 -- 4,094,159 (c) 1,788,742
LIFO reserve 15,870,000 -- -- -- 15,870,000
----------
(a) Uncollectible accounts written off.
(b) Liquidation of inventory previously written down to market.
(c) Physical inventory losses.
TIFFANY & CO. AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
[Enlarge/Download Table]
---------------------------------------------------------------------------------------------------------------------
Column A Column B Column C Column D Column E
---------------------------------------------------------------------------------------------------------------------
Additions
--------------------------------
Balance at Charged to
beginning costs and Charged to Balance at end
Description of period expenses other accounts Deductions of period
---------------------------------------------------------------------------------------------------------------------
Year Ended
January 31, 1998:
Reserves deducted from
assets:
Accounts receivable
allowances principally
doubtful accounts $ 6,864,385 $ 2,104,590 $ -- $1,980,500 (a) $ 6,988,475
Allowance for inventory
liquidation and
obsolescence 13,790,944 5,885,724 -- 3,564,403 (b) 16,112,265
Allowance for inventory
shrinkage 1,743,169 2,217,964 -- 2,234,598 (c) 1,726,535
LIFO reserve 14,870,000 1,000,000 -- -- 15,870,000
----------
(a) Uncollectible accounts written off.
(b) Liquidation of inventory previously written down to market.
(c) Physical inventory losses.
TIFFANY & CO. AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
[Enlarge/Download Table]
---------------------------------------------------------------------------------------------------------------------
Column A Column B Column C Column D Column E
---------------------------------------------------------------------------------------------------------------------
Additions
--------------------------------
Balance at Charged to
beginning costs and Charged to Balance at end
Description of period expenses other accounts Deductions of period
---------------------------------------------------------------------------------------------------------------------
Year Ended
January 31, 1997:
Reserves deducted from
assets:
Accounts receivable
allowances principally
doubtful accounts $ 5,698,217 $ 3,128,653 $ -- $1,962,485 (a) $ 6,864,385
Allowance for inventory
liquidation and
obsolescence 10,947,815 5,219,817 -- 2,376,688 (b) 13,790,944
Allowance for inventory
shrinkage 1,674,536 2,799,295 -- 2,730,662 (c) 1,743,169
LIFO reserve 11,870,000 3,000,000 -- -- 14,870,000
----------
(a) Uncollectible accounts written off.
(b) Liquidation of inventory previously written down to market.
(c) Physical inventory losses.
EXHIBIT INDEX
SEE PAGES 26 THROUGH 29 FOR A COMPLETE LIST OF EXHIBITS FILED, INCLUDING
EXHIBITS INCORPORATED BY REFERENCE FROM PREVIOUSLY FILED DOCUMENTS.
EXHIBIT DESCRIPTION
3.2 By-Laws of Registrant (as last amended January 21, 1999).
4.3a Standard terms of stock option award (transferable and
non-transferable) under Registrant's 1998 Employee Incentive Plan,
as revised January 21, 1999.
4.4a Standard terms of stock option award (transferable non-qualified
option) under Registrant's 1998 Directors Option Plan , as revised
January 21, 1999.
10.3 Registrant's 1986 Stock Option Plan and terms of stock option
agreement, as last amended on July 16, 1998.
10.25 Amended and Restated Deferred Compensation Agreement originally made
effective December 31, 1989 by and between William R. Chaney and
Tiffany and Company, and subsequently amended February 8, 1999.
10.106 Amended and Restated Tiffany and Company Executive Deferral Plan
originally made effective October 1, 1989, as amended effective
October 1, 1998.
10.108 Registrant's Amended and Restated Retirement Plan for Non-Employee
Directors originally made effective January 1, 1989, as amended
through January 21, 1999.
10.113 Tiffany and Company Pension Plan, as last amended effective December
21, 1998.
10.115a Riders Nos. 2 and 3, dated October 18, 1998 and March 20, 1999,
respectively to Split Dollar Life Insurance Agreements between and
among William R. Chaney and Tiffany and Company, and respectively,
the 1994 Chaney Family Trust u/a 2/23/94 and the Babette C. Chaney
et al. Trust u/a 2/23/94.
10.116a Amendments Nos. 6-8 to Credit Agreement referred to in Exhibit
10.116 above, dated, respectively October 6, 1998, November 30, 1998
and March 8, 1999.
10.119a Amendment No. 1 to the Agreement and Consent to Assignment dated as
of December 1, 1995 among Registrant, Tiffany and Fleet National
Bank of Connecticut, as Collateral Trustee referenced in Exhibit
10.119 above, dated November 3, 1998.
- PAGE 33 - TIFFANY & CO. REPORT ON FORM 10-K FY 1998
EXHIBIT DESCRIPTION
10.122a Amendment No. 1 to the Agreement referred to in Exhibit 10.122
above, dated November 18, 1998.
10.126 Form of Note Purchase Agreement between Registrant and various
institutional note purchasers with Schedules B, 5.14 and 5.15 and
Exhibits 1A, 1B, and 4.7 thereto, dated as of December 30, 1998 in
respect of Registrant's $60 million principal amount 6.90% Series A
Senior Notes due December 30, 2008 and $40 million principal amount
7.05% Series B Senior Notes due December 30, 2010.
10.127 Retention Agreements dated March 30, 1999 between and among
Registrant and Tiffany and, respectively, each of the following
executive officers: Michael J. Kowalski, James E. Quinn, James N.
Fernandez and Patrick B. Dorsey and Appendices I to III to each of
those Agreements.
13.1 Annual Report to Stockholders for Fiscal Year Ended January 31, 1999
(pages 14-42 of such Annual Report have been filed in electronic
format).
21.1 Subsidiaries of Registrant.
23.1 Consent of PricewaterhouseCoopers LLP, independent accountants.
27 Financial Data Schedule (Exhibit 27 is submitted as an exhibit only
in the electronic format of this Annual Report on Form 10-K
submitted to the Securities and Exchange Commission).
NOTE: ALL OTHER EXHIBITS HAVE BEEN INCORPORATED BY REFERENCE FROM EXHIBITS TO
DOCUMENTS PREVIOUSLY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. REFER TO
THE LIST OF EXHIBITS ON PAGES 26 THROUGH 29 FOR REGISTRATION, FILE AND EXHIBIT
NUMBERS.
TIFFANY & CO. REPORT ON FORM 10-K FY 1998 - PAGE 34 -
Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
|---|
| This ‘10-K405’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| | 3/27/16 | | 19 |
| | 11/30/12 | | 18 | | | | | 4 |
| | 10/1/12 | | 18 |
| | 12/30/10 | | 28 | | 37 |
| | 7/31/09 | | 18 | | | | | 10-Q, 8-K |
| | 4/30/09 | | 18 | | | | | 10-Q, 4 |
| | 12/31/08 | | 18 |
| | 12/30/08 | | 28 | | 37 | | | 8-K |
| | 10/1/08 | | 18 |
| | 8/31/08 | | 18 |
| | 8/30/08 | | 18 |
| | 8/14/08 | | 18 |
| | 1/31/08 | | 18 | | | | | 10-K, 11-K |
| | 12/31/07 | | 18 |
| | 10/31/07 | | 18 | | | | | 10-Q |
| | 9/30/07 | | 18 |
| | 5/31/07 | | 18 | | | | | 8-K |
| | 10/29/06 | | 18 |
| | 10/15/06 | | 19 |
| | 9/30/06 | | 18 |
| | 1/31/06 | | 18 | | | | | 10-K, 11-K, 4 |
| | 11/30/05 | | 18 | | | | | 8-K, 8-K/A |
| | 11/16/05 | | 18 |
| | 10/7/05 | | 18 |
| | 8/31/05 | | 18 | | | | | 4, 8-K |
| | 4/30/05 | | 18 | | | | | 10-Q, 10-Q/A |
| | 10/31/04 | | 16 | | | | | 10-Q |
| | 1/31/04 | | 18 | | 19 | | | 10-K, 11-K, 5, 8-K |
| | 5/31/03 | | 18 |
| | 1/31/03 | | 9 | | | | | 10-K, 11-K, 5, 8-K |
| | 12/31/02 | | 18 |
| | 10/24/02 | | 19 | | | | | 4 |
| | 12/31/01 | | 19 |
| | 10/15/01 | | 8 |
| | 9/30/01 | | 8 | | 18 |
| | 1/31/01 | | 18 | | 19 | | | 10-K405, 11-K |
| | 10/31/00 | | 19 | | | | | 10-Q |
| | 10/3/00 | | 19 |
| | 9/30/00 | | 19 |
| | 9/15/00 | | 19 |
| | 7/31/00 | | 18 | | | | | 10-Q |
| | 5/7/00 | | 19 |
| | 4/30/00 | | 19 | | | | | 10-Q |
| | 3/31/00 | | 18 |
| | 1/31/00 | | 16 | | 19 | | | 10-K, 11-K, SC 13G/A |
| | 11/1/99 | | 16 |
| | 10/31/99 | | 16 | | | | | 10-Q |
| | 10/18/99 | | 19 |
| | 9/14/99 | | 19 |
| | 7/31/99 | | 18 | | | | | 10-Q |
| | 6/30/99 | | 19 |
| | 5/20/99 | | 9 | | | | | 8-K, DEF 14A, PRE 14A |
| Filed on: | | 4/8/99 | | 1 | | 31 | | | DEF 14A |
| | 3/30/99 | | 29 | | 37 |
| | 3/25/99 | | 1 | | 23 |
| | 3/24/99 | | 20 |
| | 3/20/99 | | 29 | | 36 |
| | 3/19/99 | | 9 |
| | 3/8/99 | | 27 | | 36 |
| | 3/4/99 | | 30 | | | | | 8-K |
| | 3/2/99 | | 32 |
| | 2/28/99 | | 19 |
| | 2/8/99 | | 28 | | 36 |
| | 2/1/99 | | 21 |
| For Period End: | | 1/31/99 | | 1 | | 37 | | | 11-K |
| | 1/21/99 | | 26 | | 36 |
| | 1/11/99 | | 23 |
| | 12/30/98 | | 28 | | 37 | | | 8-K |
| | 12/21/98 | | 29 | | 36 |
| | 11/30/98 | | 27 | | 36 |
| | 11/23/98 | | 28 | | | | | S-8 |
| | 11/18/98 | | 27 | | 37 | | | 8-K |
| | 11/3/98 | | 27 | | 36 |
| | 10/18/98 | | 29 | | 36 |
| | 10/12/98 | | 23 |
| | 10/6/98 | | 27 | | 36 |
| | 10/1/98 | | 29 | | 36 |
| | 9/24/98 | | 26 |
| | 9/22/98 | | 26 |
| | 8/28/98 | | 26 |
| | 7/16/98 | | 28 | | 36 |
| | 7/10/98 | | 23 | | | | | SC 13G/A |
| | 5/21/98 | | 23 | | | | | DEF 14A |
| | 4/10/98 | | 23 |
| | 2/2/98 | | 9 |
| | 1/31/98 | | 2 | | 34 | | | 10-K405, 11-K, NT 11-K |
| | 1/12/98 | | 23 |
| | 12/10/97 | | 26 | | | | | 10-Q |
| | 11/20/97 | | 26 |
| | 10/31/97 | | 26 | | | | | 10-Q |
| | 10/10/97 | | 23 |
| | 7/10/97 | | 23 |
| | 5/15/97 | | 23 | | | | | DEF 14A |
| | 4/10/97 | | 23 |
| | 4/8/97 | | 27 | | 29 | | | 10-K405, DEF 14A |
| | 2/1/97 | | 27 |
| | 1/31/97 | | 2 | | 35 | | | 10-K405, 11-K, NT 11-K |
| | 1/16/97 | | 21 |
| | 11/21/96 | | 29 |
| | 6/13/96 | | 27 | | | | | 10-Q |
| | 5/16/96 | | 26 | | | | | 8-K, DEF 14A |
| | 4/30/96 | | 27 | | | | | 10-Q |
| | 4/8/96 | | 27 | | | | | 10-K405, DEF 14A |
| | 4/3/96 | | 27 |
| | 2/23/96 | | 8 | | 27 |
| | 1/31/96 | | 27 | | | | | 10-K405, 11-K |
| | 1/18/96 | | 21 | | | | | 8-K |
| | 12/11/95 | | 27 |
| | 12/1/95 | | 27 | | 36 |
| | 10/30/95 | | 27 |
| | 8/1/95 | | 27 |
| | 7/1/95 | | 27 |
| | 6/26/95 | | 26 |
| | 4/7/95 | | 29 | | | | | 10-K, DEF 14A |
| | 1/31/95 | | 29 | | | | | 10-K, 11-K |
| | 10/31/94 | | 16 | | | | | 10-Q |
| | 4/7/94 | | 29 | | | | | 10-K, DEF 14A |
| | 1/31/94 | | 29 | | | | | 10-K, 11-K |
| | 6/12/93 | | 8 | | 26 |
| | 4/12/93 | | 26 | | 29 |
| | 1/31/93 | | 26 | | 29 |
| | 3/19/92 | | 21 | | 22 |
| List all Filings |
↑Top
Filing Submission 0000950123-99-003146 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help —
Sat., Apr. 20, 3:34:22.2am ET 