UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 9, 2009
TIFFANY & CO.
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(Exact name of registrant as specified in charter)
DELAWARE 1-9494 13-3228013
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
727 FIFTH AVENUE, NEW YORK, NEW YORK 10022
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (212) 755-8000
NOT APPLICABLE
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(Former Name or Former Address, if Changed Since Last Report.)
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)
[ ] 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))
SECTION 8 - OTHER EVENTS
Item 8.01. Other Events.
On April 9, 2009, Registrant issued $50,000,000 of its 10.00% Series A Senior
Notes due April 9, 2018 in a transaction exempt from the registration
requirements of the Securities Act of 1933. The proceeds of the Notes will be
used to refinance existing indebtedness and for general corporate purposes. The
Note Purchase and Private Shelf Agreement requires lump sum repayments upon
maturity and includes specific financial covenants and ratios and limits certain
payments, investments and indebtedness, in addition to other requirements
customary to such borrowings. The Note Purchase and Private Shelf Agreement is
filed as an exhibit hereto.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
10.159 Form of Note Purchase and Private Shelf Agreement
dated as of April 9, 2009 by and between Registrant
and various institutional note purchasers with
respect to Registrant's $50 million principal amount
10% Series A Senior Notes due April 9, 2018 and up
to $100 million Private Shelf Facility.
10.160 Guaranty Agreement dated April 9, 2009 with respect
to the Note Purchase and Private Shelf Agreement
(see Exhibit 10.159 above) by Tiffany and Company,
Tiffany & Co. International and Tiffany & Co. Japan
Inc.
SIGNATURES
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 hereunto duly authorized.
TIFFANY & CO.
Dated: April 13, 2009 By: /s/ Patrick B. Dorsey
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Name: Patrick B. Dorsey
Title:Senior Vice President
General Counsel and Secretary
EXHIBIT INDEX
Exhibit No. Description
10.159 Form of Note Purchase and Private Shelf Agreement dated as of April 9,
2009 by and between Registrant and various institutional note purchasers
with respect to Registrant's $50 million principal amount 10% Series A
Senior Notes due April 9, 2018 and up to $100 million Private Shelf
Facility.
10.160 Guaranty Agreement dated April 9, 2009 with respect to the Note
Purchase and Private Shelf Agreement (see Exhibit 10.159 above) by
Tiffany and Company, Tiffany & Co. International and Tiffany & Co.
Japan Inc.