8-K
TIFFANY & CO false 0000098246 0000098246 2019-10-28 2019-10-28

 

 

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: October 28, 2019

 

TIFFANY & CO.

(Exact name of Registrant as specified in its charter)

 

Delaware

 

1-9494

 

13-3228013

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

200 Fifth Avenue, New York, NY 10010

(Address of principle executive offices and 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:

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

 

Trading

Symbols(s)

 

Name of each exchange

on which registered

Common Stock, par value $0.01 per share

 

TIF

 

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act  

 

 


Item 8.01 Other Events.

On October 28, 2019, Registrant issued a news release confirming that it received an unsolicited, non-binding proposal from LVMH Moët Hennessy – Louis Vuitton to acquire Registrant for $120 per share in cash. A copy of the October 28, 2019 news release is attached hereto as Exhibit 99.1 to this Form 8-K. 

Item 9.01 Financial Statements and Exhibits. 

(d)

 

Exhibits

     

99.1

 

News Release dated October 28, 2019.

     

104

 

Cover page Interactive Data File (embedded within the Inline XBRL document)


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

TIFFANY & CO.

 

(Registrant)

         

 

By:

 

/s/ Leigh M. Harlan

 

 

Leigh M. Harlan

 

 

Senior Vice President, Secretary and General Counsel

Date: October 28, 2019

 

 

EX-99.1

Exhibit 99.1

Tiffany Confirms Receipt of Unsolicited, Non-Binding Proposal from LVMH

Tiffany Shareholders Advised to Take No Action Pending Board Review

NEW YORK, October 28, 2019 — Tiffany & Co. (NYSE:TIF) today confirmed it has received an unsolicited, non-binding proposal from LVMH Moet Hennessy – Louis Vuitton to acquire Tiffany for $120 per share in cash.

While the parties are not in discussions, Tiffany’s Board of Directors, consistent with its fiduciary responsibilities, is carefully reviewing the proposal, with the assistance of independent financial and legal advisors, to determine the course of action it believes is in the best interests of the Company and its shareholders. Tiffany shareholders need take no action at this time.

Tiffany is successfully executing on its business plan and remains focused on achieving its goal of becoming The Next Generation Luxury Jeweler.

Centerview Partners and Goldman Sachs are serving as financial advisors to Tiffany and Sullivan & Cromwell is serving as Tiffany’s legal advisor.

About Tiffany & Co.:

In 1837, Charles Lewis Tiffany founded his company in New York City where his store was soon acclaimed as the palace of jewels for its exceptional gemstones. Since then, TIFFANY & CO. has become synonymous with elegance, innovative design, fine craftsmanship and creative excellence. During the 20th century its fame thrived worldwide with store network expansion and continuous cultural relevance, as exemplified by Truman Capote’s Breakfast at Tiffany’s and the film starring Audrey Hepburn.

Today, with more than 14,000 employees, TIFFANY & CO. and its subsidiaries design, manufacture and market jewelry, watches and luxury accessories – including more than 5,000 skilled artisans who cut diamonds and craft jewelry in the company’s workshops, realizing its commitment to superlative quality. The company operates more than 300 TIFFANY & CO. retail stores worldwide as part of its omni-channel approach. To learn more about TIFFANY & CO. as well as its commitment to sustainability, please visit tiffany.com.

Jason Wong

(973) 254-7612

jason.wong@tiffany.com