UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
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Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report: May 3, 2005
TIFFANY & CO.
(Exact name of Registrant as specified in its charter)
Delaware 1-9494 13-3228013
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
727 Fifth Avenue, New York, New York 10022
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 755-8000
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[X] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 8.01 Other Events.
On May 3, 2005 Registrant's Board of Directors amended Section 4.02(a)(iii) of
Registrant's 2005 Employee Incentive Plan (the "Incentive Plan") to read as
follows:
(iii) If the Exercise Price and/or tax withholding obligation for any
Option or any SAR to be settled in Shares granted under the Plan is
satisfied by tendering Shares to the Company (by either actual delivery or
attestation), the number of Shares issued on such exercise without offset
for the number of Shares so tendered shall be deemed delivered for purposes
of determining the maximum number of Shares available for delivery under
the Plan; if the Exercise Price and/or any tax withholding obligation for
any Option or SAR granted under the Plan is satisfied by the Company
withholding Shares, the full number of Shares for which such Option or SAR
was exercised, without reduction for the number of Shares withheld, shall
be deemed delivered for purposes of determining the maximum number of
Shares available for delivery under the Plan.
The Incentive Plan is currently the subject of a proxy solicitation sent on
behalf of the Registrant in connection with Registrant's Annual Meeting of
Stockholders to be held May 19, 2005. Registrant seeks, by means of the Proxy
Solicitation, to obtain stockholder approval of the Incentive Plan. Stockholders
are referred to Registrant's Proxy Statement dated April 14, 2005 (the "Proxy
Statement"). The Proxy Statement is available at Registrant's web site at
www.tiffany.com (go to "About Tiffany" and "Shareholder Information" and "SEC
filings") and may be viewed at the web site of the Securities and Exchange
Commission www.sec.gov . HOLDERS OF REGISTRANTS COMMON STOCK ARE ADVISED TO READ
THE PROXY STATEMENT BECAUSE IT CONTAINS IMPORTANT INFORMATION.
SIGNATURE
Pursuant to the requirements 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.
BY: /s/ Patrick B. Dorsey
______________________________________
Patrick B. Dorsey
Senior Vice President, General Counsel
and Secretary
Date: May 3, 2005