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): February 12, 2009
TIFFANY & CO.
--------------------------------------------------------------------------------
(Exact name of registrant as specified in charter)
DELAWARE 1-9494 13-3228013
--------------------------------------------------------------------------------
(State or Other Jurisdiction (Commission (IRS 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
NOT APPLICABLE
--------------------------------------------------------------------------------
(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 February 12, 2009, the Registrant issued $250,000,000 of its 10.00% Series
A-2009 and Series B-2009 Senior Notes to subsidiaries of Berkshire Hathaway Inc.
in a transaction exempt from the registration requirements of the Securities Act
of 1933. The Series A-2009 Notes are in the amount of $125 million and are due
on February 13, 2017. The Series B-2009 Notes are in the amount of $125 million
and are due on February 13, 2019. The proceeds of the Notes will be used to
refinance existing indebtedness and for general corporate purposes. The Note
Purchase 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 Agreement is filed as an exhibit hereto.
Also filed as an exhibit hereto is the Note Purchase and Private Shelf Agreement
reported in Registrant's Report on Form 8-K filed on December 30, 2008.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
10.155 Form of Note Purchase and Private
Shelf Agreement dated as of December
23, 2008 by and between Registrant
and various institutional note
purchasers with respect to
Registrant's $100 million principal
amount 9.05% Series A Senior Notes
due December 23, 2015 and up to $50
Million Private Shelf Facility.
10.156 Guaranty Agreement dated December 23, 2008
with respect to the Note Purchase
Agreements (see Exhibit 10.155 above) by
Tiffany and Company, Tiffany & Co.
International and Tiffany & Co. Japan Inc.
in favor of each of the note purchasers.
10.157 Form of Note Purchase Agreement dated
as of February 12, 2009 by and between
Registrant and certain subsidiaries
of Berkshire Hathaway Inc. with
respect to Registrant's $125 million
principal amount 10% Series A-2009 Senior
Notes due February 13, 2017 and $125
million principal amount 10% Series B-2009
Senior Notes due February 13, 2019.
10.158 Guaranty Agreement dated February 12, 2009
with respect to the Note Purchase
Agreements (see Exhibit 10.157 above) by
Tiffany and Company, Tiffany & Co.
International and Tiffany & Co. Japan Inc.
in favor of each of the note purchasers.
2
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: February 13, 2009 By: /s/ Patrick B. Dorsey
--------------------------------
Name: Patrick B. Dorsey
Title:Senior Vice President
General Counsel and Secretary
3
EXHIBIT INDEX
Exhibit No. Description
10.155 Form of Note Purchase and Private
Shelf Agreement dated as of December
23, 2008 by and between Registrant
and various institutional note
purchasers with respect to
Registrant's $100 million principal
amount 9.05% Series A Senior Notes
due December 23, 2015 and up to $50
Million Private Shelf Facility.
10.156 Guaranty Agreement dated December 23, 2008
with respect to the Note Purchase
Agreements (see Exhibit 10.155 above) by
Tiffany and Company, Tiffany & Co.
International and Tiffany & Co. Japan Inc.
in favor of each of the note purchasers.
10.157 Form of Note Purchase Agreement dated
as of February 12, 2009 by and between
Registrant and certain subsidiaries
of Berkshire Hathaway Inc. with
respect to Registrant's $125 million
principal amount 10% Series A-2009 Senior
Notes due February 13, 2017 and $125
million principal amount 10% Series B-2009
Senior Notes due February 13, 2019.
10.158 Guaranty Agreement dated February 12, 2009
with respect to the Note Purchase
Agreements (see Exhibit 10.157 above) by
Tiffany and Company, Tiffany & Co.
International and Tiffany & Co. Japan Inc.
in favor of each of the note purchasers.