UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
Tiffany & Co.
(Name of Issuer)
Common Stock, $.01 par value per share
(Title of Class of Securities)
886547108
(CUSIP Number)
Stuart I. Rosen, Esq.
General Counsel
Trian Fund Management, L.P.
280 Park Avenue, 41st Floor
New York, New York 10017
(212) 451-3000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
January 20, 2011
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box / /.
NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE 13D
CUSIP No. 886547108
| | NAME OF REPORTING PERSON | |
| | Trian Fund Management, L.P. | |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 20-3454182 | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) /X/ (b) / / |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS | |
| | AF | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | / / |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| | Delaware | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 SOLE VOTING POWER | |
| 0 | |
| 8 SHARED VOTING POWER | |
| 6,228,984 | |
| 9 SOLE DISPOSITIVE POWER | |
| 0 | |
| 10 SHARED DISPOSITIVE POWER | |
| | 6,260,809 | |
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | |
| | | | |
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | | | |
| / / | | | |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | |
| 4.95%* | | | |
14 TYPE OF REPORTING PERSON | | | |
| PN | | | |
*Calculated based on 126,400,403 shares of Common Stock outstanding as of November 30, 2010 as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended October 31, 2010 (the “Form 10-Q”).
SCHEDULE 13D
CUSIP No. 886547108
| | NAME OF REPORTING PERSON | |
| | Trian Fund Management GP, LLC | |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 20-3454182 | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) /X/ (b) / / |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS | |
| | AF | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | / / |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| | Delaware | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 SOLE VOTING POWER 0 | |
| | |
| 8 SHARED VOTING POWER | |
| 6,228,984 | |
| 9 SOLE DISPOSITIVE POWER | |
| 0 | |
| 10 SHARED DISPOSITIVE POWER | |
| | 6,260,809 | |
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | |
| | | | |
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | | | |
| / / | | | |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | |
| 4.95%* | | | |
14 TYPE OF REPORTING PERSON | | | |
| PN | | | |
*Calculated based on 126,400,403 shares of Common Stock outstanding as of November 30, 2010 as reported in the Issuer’s Form 10-Q.
SCHEDULE 13D
CUSIP No. 886547108
| NAME OF REPORTING PERSON | |
| Trian Partners GP, L.P. | |
| S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 20-3454182 | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) /X/ (b) / / |
3 | SEC USE ONLY | |
4 | SOURCE OF FUNDS | |
| AF | |
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | / / |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| Delaware | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 SOLE VOTING POWER 0 | |
| |
8 SHARED VOTING POWER | |
6,024,381 | |
9 SOLE DISPOSITIVE POWER | |
0 | |
10 SHARED DISPOSITIVE POWER | |
| 6,024,381 | |
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | |
| | | | |
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | | | |
| / / | | | |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | |
| 4.77%* | | | |
14 TYPE OF REPORTING PERSON | | | |
| PN | | | |
*Calculated based on 126,400,403 shares of Common Stock outstanding as of November 30, 2010 as reported in the Issuer’s Form 10-Q.
SCHEDULE 13D
CUSIP No. 886547108
| | NAME OF REPORTING PERSON | |
| | Trian Partners General Partner, LLC | |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 20-3454182 | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) /X/ (b) / / |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS | |
| | AF | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | / / |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| | Delaware | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 SOLE VOTING POWER 0 | |
| | |
| 8 SHARED VOTING POWER | |
| 6,024,381 | |
| 9 SOLE DISPOSITIVE POWER | |
| 0 | |
| 10 SHARED DISPOSITIVE POWER | |
| | 6,024,381 | |
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | |
| | | | |
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | | | |
| / / | | | |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | |
| 4.77%* | | | |
14 TYPE OF REPORTING PERSON | | | |
| PN | | | |
*Calculated based on 126,400,403 shares of Common Stock outstanding as of November 30, 2010 as reported in the Issuer’s Form 10-Q.
SCHEDULE 13D
CUSIP No. 886547108
1 | NAME OF REPORTING PERSON | |
| Trian Partners, L.P. | |
| S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 20-3453988 | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) /X/ (b) / / |
3 | SEC USE ONLY | |
4 | SOURCE OF FUNDS | |
| WC | |
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | / / |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| Delaware | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 SOLE VOTING POWER 0 | |
| |
8 SHARED VOTING POWER | |
1,836,311 | |
9 SOLE DISPOSITIVE POWER | |
0 | |
10 SHARED DISPOSITIVE POWER | |
| 1,836,311 | |
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
1,836,311 | | |
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |
/X/ | | |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
1.45%* | | |
14 TYPE OF REPORTING PERSON | |
PN | | |
*Calculated based on 126,400,403 shares of Common Stock outstanding as of November 30, 2010 as reported in the Issuer’s Form 10-Q.
SCHEDULE 13D
CUSIP No. 886547108
1 | NAME OF REPORTING PERSON | |
| Trian Partners Master Fund, L.P. | |
| S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 20-3453988 | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) /X/ (b) / / |
3 | SEC USE ONLY | |
4 | SOURCE OF FUNDS | |
| WC | |
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | / / |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| Delaware | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 SOLE VOTING POWER 0 | |
| |
8 SHARED VOTING POWER | |
4,188,070 | |
9 SOLE DISPOSITIVE POWER | |
0 | |
10 SHARED DISPOSITIVE POWER | |
| 4,188,070 | |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 4,188,070 | |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |
| /X/ | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 3.31%* | |
14 | TYPE OF REPORTING PERSON | |
| PN | |
*Calculated based on 126,400,403 shares of Common Stock outstanding as of November 30, 2010 as reported in the Issuer’s Form 10-Q.
SCHEDULE 13D
CUSIP No. 886547108
1 | NAME OF REPORTING PERSON | |
| Trian Partners Parallel Fund I, L.P. | |
| S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 20-3694154 | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) /X/ (b) / / |
3 | SEC USE ONLY | |
4 | SOURCE OF FUNDS | |
| WC | |
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | / / |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| Delaware | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 SOLE VOTING POWER 0 | |
| |
8 SHARED VOTING POWER | |
204,603 | |
9 SOLE DISPOSITIVE POWER | |
0 | |
10 SHARED DISPOSITIVE POWER | |
| 204,603 | |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 204,603 | |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |
| /X/ | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 0.16%* | |
14 | TYPE OF REPORTING PERSON | |
| PN | |
*Calculated based on 126,400,403 shares of Common Stock outstanding as of November 30, 2010 as reported in the Issuer’s Form 10-Q.
SCHEDULE 13D
CUSIP No. 886547108
1 | NAME OF REPORTING PERSON | |
| Trian Partners Parallel Fund I General Partner, LLC | |
| S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 20-3694293 | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) /X/ (b) / / |
3 | SEC USE ONLY | |
4 | SOURCE OF FUNDS | |
| AF | |
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | / / |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| Delaware | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 SOLE VOTING POWER 0 | |
| |
8 SHARED VOTING POWER | |
204,603 | |
9 SOLE DISPOSITIVE POWER | |
0 | |
10 SHARED DISPOSITIVE POWER | |
| 204,603 | |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 204,603 | |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |
| /X/ | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 0.16%* | |
14 | TYPE OF REPORTING PERSON | |
*Calculated based on 126,400,403 shares of Common Stock outstanding as of November 30, 2010 as reported in the Issuer’s Form 10-Q.
SCHEDULE 13D
CUSIP No. 886547108
1 | NAME OF REPORTING PERSON | |
| Nelson Peltz | |
| S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) /X/ (b) / / |
3 | SEC USE ONLY | |
4 | SOURCE OF FUNDS | |
| AF | |
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | / / |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| USA | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 SOLE VOTING POWER 0 | |
| |
8 SHARED VOTING POWER | |
6,228,984 | |
9 SOLE DISPOSITIVE POWER | |
0 | |
10 SHARED DISPOSITIVE POWER | |
| 6,260,809 | |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| | |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |
| / / | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 4.95%* | |
14 | TYPE OF REPORTING PERSON | |
| IN | |
*Calculated based on 126,400,403 shares of Common Stock outstanding as of November 30, 2010 as reported in the Issuer’s Form 10-Q.
SCHEDULE 13D
CUSIP No. 886547108
1 | NAME OF REPORTING PERSON | |
| Peter W. May | |
| S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) /X/ (b) / / |
3 | SEC USE ONLY | |
4 | SOURCE OF FUNDS | |
| AF | |
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | / / |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| USA | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 SOLE VOTING POWER | |
31,825 | |
8 SHARED VOTING POWER | |
6,228,984 | |
9 SOLE DISPOSITIVE POWER | |
0 | |
10 SHARED DISPOSITIVE POWER | |
| 6,260,809 | |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| | |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |
| / / | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 4.95%* | |
14 | TYPE OF REPORTING PERSON | |
| IN | |
*Calculated based on 126,400,403 shares of Common Stock outstanding as of November 30, 2010 as reported in the Issuer’s Form 10-Q.
SCHEDULE 13D
CUSIP No. 886547108
1 | NAME OF REPORTING PERSON | |
| Edward P. Garden | |
| S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) /X/ (b) / / |
3 | SEC USE ONLY | |
4 | SOURCE OF FUNDS | |
| AF | |
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | / / |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| USA | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 SOLE VOTING POWER 0 | |
| |
8 SHARED VOTING POWER | |
6,228,984 | |
9 SOLE DISPOSITIVE POWER | |
0 | |
10 SHARED DISPOSITIVE POWER | |
| | |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| | |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |
| / / | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 4.95%* | |
14 | TYPE OF REPORTING PERSON | |
| IN | |
*Calculated based on 126,400,403 shares of Common Stock outstanding as of November 30, 2010 as reported in the Issuer’s Form 10-Q.
SCHEDULE 13D
CUSIP No. 886547108
This Amendment No. 6 (“Amendment No. 6”) relates to the Schedule 13D filed with the Securities and Exchange Commission on February 26, 2007 (the “Original Statement”), as amended by Amendment No. 1 to the Schedule 13D filed on January 16, 2008, Amendment No. 2 to the Schedule 13D filed on March 25, 2008, Amendment No. 3 to the Schedule 13D filed on May 16, 2008, Amendment No. 4 to the Schedule 13D filed on March 27, 2009, and Amendment No. 5 to the Schedule 13D filed on September 22, 2010 (the Original Statement, as so amended, the “Schedule 13D”), relating to the Common Stock, $.01 par value per share (the “Shares”), of Tiffany & Co., a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 727 Fifth Avenue, Ne w York, New York 10022.
Items 4 and 5 of the Schedule 13D are hereby amended and supplemented as follows:
Item 4. Purpose of Transaction
Item 4 is hereby amended and supplemented as follows:
Following the sales of Shares set forth on Schedule A hereto, the Filing Persons continue to beneficially own an aggregate of 6,260,809 Shares representing approximately 4.95% of the Issuer’s outstanding Shares (based upon 126,400,403 Shares stated by the Issuer to be outstanding as of November 30, 2010 in the Issuer’s Quarterly Report on Form 10-Q filed on December 1, 2010). The Filing Persons intend to review their investment in the Issuer on a continuing basis and, depending on various factors, including, without limitation, price levels of the Shares, other investment opportunities available to the Filing Persons, conditions in the securities and capital markets, and general economic and industry conditions, the Filing Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate, including, but not limited to, purchasing additional Shares, selling some or all of the Shares and/or otherwise changing their intention with respect to any and all matters referred to in Item 4 of the Schedule 13D.
Item 5. Interest in Securities of the Issuer
(a) As of 4:00 pm, New York City time, on January 20, 2011, the Filing Persons beneficially owned, in the aggregate, 6,260,809 Shares, representing approximately 4.95% of the Issuer’s outstanding Shares (based upon 126,400,403 Shares stated by the Issuer to be outstanding as of November 30, 2010 in the Issuer’s Quarterly Report on Form 10-Q filed on December 1, 2010).
(b) Each of Trian Onshore, Trian Offshore, Parallel Fund I and Mr. May beneficially and directly owns and has sole voting power and sole dispositive power with regard to 1,836,311, 4,188,070, 204,603, and 31,825 Shares, respectively, except to the extent that other Filing Persons as described below may be deemed to have shared voting power and shared dispositive power with regard to such Shares.
Each of Trian GP, Trian GP LLC, Trian Management, Trian Management GP, Nelson Peltz, Peter W. May and Edward P. Garden, by virtue of their relationships to Trian Onshore and Trian Offshore (discussed in Item 2), may be deemed to have shared voting power and shared dispositive power with regard to, and therefore may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act), the Shares that Trian Onshore and Trian Offshore directly and beneficially own. Each of Trian GP, Trian GP LLC, Trian Management, Trian Management GP, Nelson Peltz, Peter W. May and Edward P. Garden disclaims beneficial ownership of such Shares for all other purposes. Each of Parallel Fund I GP LLC, Trian Management, Trian Management GP, Nelson Peltz, Peter W. May and Edward P. Garden, by virtue of their relationships to Parallel Fund I (dis cussed in Item 2), may be deemed to have shared voting power and shared dispositive power with regard to, and therefore may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act), the Shares that Parallel Fund I directly and beneficially owns. Each of Parallel Fund I GP LLC, Trian Management, Trian Management GP, Nelson Peltz, Peter W. May and Edward P. Garden disclaims beneficial ownership of such Shares for all other purposes.
In addition to the Shares that Mr. May may be deemed to beneficially own as described above, Mr. May beneficially owns 31,825 Shares, including 28,577 Shares issuable upon exercise of options that he received as a director of the Issuer (the “Director Options”) that he may exercise within 60 days of the date of this Amendment No. 6, and 3,248 Shares underlying restricted stock units that he received as a director of the Issuer (the “RSU Shares”) that are currently exercisable. As a result of an agreement between Mr. May and Trian Management (see Item 6), each of Trian Management, Trian Management GP, Nelson Peltz and Edward P. Garden may be deemed to have shared dispositive power with regard to, and therefore may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act), the Shares underlying the Director Options and the RSU Shares that Mr. May directly and beneficially owns. Each of Trian Management, Trian Management GP, Nelson Peltz and Edward P. Garden disclaims beneficial ownership of such Shares for all other purposes.
(c) Schedule A hereto sets forth all transactions with respect to the Shares effected during the past sixty (60) days by any of the Filing Persons, inclusive of the transactions effected through 4:00 pm, New York City time, on January 20, 2011.
(d) Except for the Filing Persons, no person is known by the Filing Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially owned by the Filing Persons.
(e) As a result of the transactions referred to in Item 5 (c) above, on January 20, 2011, the Filing Persons ceased to be the beneficial owners of more than 5% of the Issuer's outstanding Shares.
SIGNATURE
After reasonable inquiry and to the best of each of the undersigned knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: January 20, 2011 | | TRIAN PARTNERS GP, L.P. |
| | By: | Trian Partners General Partner, LLC, its general partner |
| | By: | /s/PETER W. MAY |
| | | Name: Peter W. May Title: Member |
| | TRIAN PARTNERS GENERAL PARTNER, LLC |
| | By: | /s/PETER W. MAY |
| | | Name: Peter W. May Title: Member |
| | TRIAN PARTNERS. L.P. |
| | By: | Trian Partners GP, L.P., its general partner |
| | By: | Trian Partners General Partner, LLC, its general partner |
| | By: | /s/PETER W. MAY |
| | | Name: Peter W. May Title: Member |
| | TRIAN PARTNERS MASTER FUND, L.P. |
| | By: | Trian Partners GP, L.P., its general partner |
| | By: | Trian Partners General Partner, LLC, its general partner |
| | By: | /s/PETER W. MAY |
| | | Name: Peter W. May Title: Member |
SCHEDULE 13D
CUSIP No. 886547108
| | TRIAN PARTNERS PARALLEL FUND I, L.P. |
| | By: | Trian Partners Parallel Fund I General Partner, LLC, its general partner |
| | | |
| | By: | /s/PETER W. MAY |
| | | Name: Peter W. May Title: Member |
| | | |
| | TRIAN PARTNERS PARALLEL FUND I GENERAL PARTNER, LLC |
| | By: | /s/PETER W. MAY |
| | | Name: Peter W. May Title: Member |
| | TRIAN FUND MANAGEMENT, L.P. |
| | By: Trian Fund Management GP, LLC, its general partner |
| | | |
| | By: | /s/PETER W. MAY |
| | | Name: Peter W. May Title: Member |
| | TRIAN FUND MANAGEMENT GP, LLC |
| | By: | /s/PETER W. MAY |
| | | Name: Peter W. May Title: Member |
| | /s/NELSON PELTZ |
| | NELSON PELTZ |
| | /s/PETER W. MAY |
| | PETER W. MAY |
| | /s/EDWARD P. GARDEN |
| | EDWARD P. GARDEN |
SCHEDULE 13D
CUSIP No. 886547108
Schedule A
The following table sets forth all transactions with respect to the Shares effected during the past 60 days by any of the Filing Persons, inclusive of any transactions effected through 4:00 p.m., New York City time, on January 20, 2011. All such transactions were effected in the open market and the table includes commissions paid in per share prices.
| | | | | | Price | | Transaction |
Name | | Date | | No. of Shares | | Per Share ($) | | Type |
| | | | | | | | |
Trian Offshore | | January 18, 2011 | | 181,435 | | 59.2454 | | Sale |
Trian Offshore | | January 19, 2011 | | 87,436 | | 58.4093 | | Sale |
Trian Offshore | | January 20, 2011 | | 69,402 | | 57.9094 | | Sale |
| | | | | | | | |
Trian Onshore | | January 18, 2011 | | 155,965 | | 59.2454 | | Sale |
Trian Onshore | | January 19, 2011 | | 75,164 | | 58.4093 | | Sale |
Trian Onshore | | January 20, 2011 | | 30,598 | | 57.9094 | | Sale |
SCHEDULE 13D
CUSIP No. 886547108
EXHIBIT INDEX
EXHIBIT | DESCRIPTION | PAGE NO. |
1 | Joint Filing Agreement of the Filing Persons. | Filed with Original Statement |
2 | Letter Agreement dated as of May 15, 2008 between Peter W. May and Trian Fund Management, L.P. | Filed with Amendment No. 4 |