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EXHIBIT 10.112
Tiffany & Co. Report on Form 10-K FY 1993
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AMENDMENT NO. 1 TO DISTRIBUTION AGREEMENT
(OAHU, HAWAII)
THIS AMENDMENT NO. 1 is made with respect to that certain DISTRIBUTION
AGREEMENT made the 28th day of November 1988 by and between Tiffany and Company
("Tiffany"), a corporation organized and existing under the laws of the State
of New York with its principal place of business at 727 Fifth Avenue, New York
City, N.Y. 10022 and Mitsukoshi (U.S.A.), Inc., a corporation organized under
the laws of the State of Hawaii, (the "Hawaii Distribution Agreement"). This
Amendment No. 1 is made by Tiffany and Mitsukoshi (U.S.A.), Inc., a corporation
organized and existing under the laws of the State of New York, with its
executive offices at 465 Park Avenue, New York City, N.Y., U.S.A., the
successor by merger to the Hawaiian corporation of the same name
("Distributor").
TIFFANY AND DISTRIBUTOR HEREBY MUTUALLY AGREE TO AMEND THE HAWAII
DISTRIBUTION AGREEMENT AS FOLLOWS:
A. Section 1.8 of the Hawaii Distribution Agreement is hereby deleted in its
entirety and replaced with the following:
Section 1.8 "Lease" means the lease of the premises at Moana Shop
No. 4, in the Sheraton Moana Surfrider Hotel, Honolulu, Hawaii.
B. Section 1.9 of the Hawaii Distribution Agreement is hereby deleted in its
entirety and replaced with the following:
Section 1.9 "Store" means the store to be operated by Distributor
under the terms of this Distribution Agreement and the License Agreement
at the premises referred to in Section 1.8 above.
C. Section 1.14 of the Hawaii Distribution Agreement is hereby deleted in
its entirety.
D. Section 2.1 of the Hawaii Distribution Agreement is hereby deleted in its
entirety and replaced with the following:
Section 2.1 Appointment. Tiffany hereby appoints Distributor a
distributor for Merchandise in the Territory. By this appointment,
Distributor is granted non-exclusive distribution rights in the
Territory for Merchandise and may sell Merchandise at retail from the
Store, but only from the Store. Subject to the provisions of Section 2.5
below, Tiffany agrees that it will not (i) appoint or authorize,
directly or indirectly,
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another distributor of Exclusive Merchandise in the Territory (except
that Tiffany may sell Exclusive Merchandise at the store operated by
Tiffany at the Ala Moana Shopping Center) or (ii) operate or license
others to operate a retail store under the tradename TIFFANY & CO. in
the Territory (other than the store operated by Tiffany at the Ala Moana
Shopping Center).
E. Subsection (2.5.4) of the Hawaii Distribution Agreement is hereby deleted
in its entirety and replaced with the following:
(2.5.4) The right to sell Merchandise (including Exclusive Merchandise)
from Tiffany's store in the Ala Moana Shopping Center and in "corporate
transactions" in the Territory. The term "corporate transactions"
refers to transactions with business customers who purchase for purposes
of business gift-giving, incentive or promotional purposes, but not for
purposes of re-sale.
F. Section 2.6 of the Hawaii Distribution Agreement is deleted in its
entirety.
G. Section 3.1 of the Hawaii Distribution Agreement is hereby deleted in its
entirety and replaced with the following:
Section 3.1 Price to Distributor. The price charged for each item of
Merchandise by Tiffany to Distributor shall be the lesser of the
following: (i) the price stated in Tiffany's Wholesale Price List for
Hawaii in effect at the time a purchase order from Distributor is
accepted; and (ii) the lowest wholesale price offered by Tiffany to an
authorized distributor of such item of Merchandise in Hawaii. Tiffany's
current Wholesale Price List for Hawaii is attached as Schedule 3.1.
Tiffany shall determine its Wholesale Price List for Hawaii from time to
time on the basis of Tiffany's suggested retail prices for Hawaii, which
shall not, in any circumstance, be greater than the then-current retail
price at Tiffany's Ala Moana store. The price shown in the Wholesale
Price List for Hawaii shall be Tiffany's then-current suggested retail
price for Hawaii, less, in the case of PERETTI silver jewelry and
watches, a wholesale discount of fifty percent (50%) or, in the case of
all other Merchandise, forty-five percent (45%). All prices quoted
assume delivery to Distributor's
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freight forwarder in New York City, New York. For all purposes of this
Section 3.1, the applicable price shall be determined as of the time of
acceptance by Tiffany of a purchase order. Notwithstanding anything to the
contrary stated above in this Section 3.1, Tiffany reserves the right to
quote individual wholesale prices for jewelry containing precious gems
(including diamond solitaire rings) on an individual item basis and shall be
under no obligation to establish list prices therefor or to include them on
the Wholesale Price List for Hawaii. At such time as Tiffany shall issue a
new Wholesale Price List for Hawaii Tiffany shall furnish Distributor with a
copy of such list and shall otherwise keep Distributor informed of any
change in such price list. Tiffany further agrees that it will provide
Distributor with written notice of any change in the Wholesale Price List
for Hawaii at least one (1) month prior to the effective date of such
change.
H. Section 3.6 of the Hawaii Distribution Agreement is hereby deleted in
its entirety.
I. Section 4.7 of the Hawaii Distribution Agreement is hereby deleted in
its entirety and replaced with the following:
Section 4.7 Inspection and Returns. Distributor shall inspect Merchandise
promptly and advise Tiffany in writing of any claims for shortages or
defective Merchandise within thirty (30) days of actual receipt in Hawaii.
Tiffany will accept returns of such Merchandise for credit or replacement,
provided that Tiffany is advised in writing, as aforesaid, and allowed to
provide Distributor with a return authorization number and return shipping
instructions prior to return shipment. Tiffany agrees to provide such
authorization and instructions within ten (10) days of receipt of claim.
Tiffany will bear the cost of returning defective Merchandise and the cost
of shipping replacement Merchandise if the above procedures are followed.
[continued]
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J. Exhibit B referred to in Section 6.2 of the Hawaii Distribution
Agreement is hereby deleted in its entirety and replaced with the following:
"EXHIBIT B
SCHEDULE OF INSURANCE COVERAGE
TYPE LIMIT
Comprehensive General Liability $2,000,000
Commercial Umbrella Liability $3,000,000
Workers' Compensation Statutory Minimum
Property All Risk (Coverage on
leasehold improvements, furniture,
fixtures and equipment and inventory) $17,000,000
Jewelers Block $3,000,000
Ocean/Air Cargo (per conveyance) $1,000,000"
K. Section 7.1 of the Hawaii Distribution Agreement is hereby deleted in its
entirety and replaced with the following:
Section 7.1 Term. The term of the Agreement shall commence on 28
November 1988 and end on the 31st day of October 1997.
L. Subsection (7.2.4) of the Hawaii Distribution Agreement is hereby deleted
in its entirety and replaced with the following:
(7.2.4) The insolvency of either party (for this purpose, "insolvency"
shall mean the inability of a party to satisfy its debts as they come
due).
M. Subsection (7.2.12) of the Hawaii Distribution Agreement is hereby deleted
in its entirety.
[continued]
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N. Section 8.1, as follows, is hereby inserted into Article VIII of the
Hawaii Distribution Agreement:
Section 8.1 Advertising Materials. Tiffany will produce all veloxes,
film and other camera-ready art required for newspaper and magazine
advertising to be conducted by Distributor with respect to the Store and
supply such materials to Distributor at a price equal to Tiffany's cost
of production.
IN WITNESS WHEREOF, THE PARTIES HERETO HAVE ENTERED INTO THIS AMENDMENT NO. 1
WITH SCHEDULE 3.1 ATTACHED AS OF DECEMBER 13, 1993.
MITSUKOSHI (U.S.A.), INC.
Attest: ("Distributor")
/s/ /s/ Ichiro Murai
- - ------------------------- -------------------------
President By: Ichiro Murai
Title: Executive Vice President
TIFFANY AND COMPANY
Attest: ("Tiffany")
/s/ /s/ Thomas J. O'Neill
- - ------------------------- -------------------------
Secretary By: Thomas J. O'Neill
Title: Senior Vice President -
International - Far East
Attachment: Schedule 3.1
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AMENDMENT NO. 1 TO LICENSE AGREEMENT
(OAHU, HAWAII)
THIS AMENDMENT NO. 1 is made with respect to that certain LICENSE
AGREEMENT made the 28th day of November 1988 by and between Tiffany and Company
("Tiffany"), a corporation organized and existing under the laws of the State
of New York with its principal place of business at 727 Fifth Avenue, New York
City, N.Y. 10022 and Mitsukoshi (U.S.A.), Inc., a corporation organized under
the laws of the State of Hawaii, (the "Hawaii License Agreement"). This
Amendment No. 1 is made by Tiffany and Mitsukoshi (U.S.A.), Inc., a corporation
organized and existing under the laws of the State of New York, with its
executive offices at 465 Park Avenue, New York City, N.Y., U.S.A., the
successor by merger to the Hawaiian corporation of the same name
("Distributor").
TIFFANY AND DISTRIBUTOR HEREBY MUTUALLY AGREE TO AMEND THE HAWAII
LICENSE AGREEMENT AS FOLLOWS:
Section 2.1 of the Hawaii License Agreement is hereby deleted and the
following substituted in its place:
Section 2.1 Non-Exclusive License - Servicemark. Tiffany
hereby grants to Distributor a non-exclusive, royalty-free
license to use and practice the Servicemark in the Territory
for the operation of the Store, including the right to do
business under the tradename or style TIFFANY & CO. This
grant does not authorize Distributor to make use of the
Servicemark in the operation of a mail order or catalog
business.
IN WITNESS WHEREOF, THE PARTIES HERETO HAVE ENTERED INTO THIS
AMENDMENT NO. 1 AS OF DECEMBER 13, 1993.
MITSUKOSHI (U.S.A.), INC.
Attest: ("Distributor")
/s/ /s/ Ichiro Murai
- - -------------------------- -------------------------------
By: Ichiro Murai
Title: Executive Vice President
TIFFANY AND COMPANY
Attest: ("Tiffany")
/s/ /s/ Thomas J. O'Neill
- - -------------------------- -------------------------------
By: Thomas J. O'Neill
Title: Senior Vice President -
International - Far East
11/09/93(3)