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): December 6, 2004
TIFFANY & CO.
(Exact name of registrant as specified in its charter)
Delaware
(State or Other Jurisdiction of Incorporation)
1-9494
(Commission File Number)
13-3228013
(I.R.S. Employer Identification Number)
727 Fifth Avenue
New York, New York 10022
(Address and zip code of principal executive offices)
(212) 755-8000
(Registrant's telephone number, including area code)
N/A
(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:
[ ] 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))
ITEM 1.01 -- ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On December 6, 2004, Tiffany & Co. International ("International") entered
into an Extinguishment and Termination Agreement (the "Termination Agreement")
with Aber Diamond Corporation (the "Issuer") to cancel and extinguish certain
provisions of the Subscription Agreement, previously entered into on July 16,
1999 (the "Subscription Agreement"). Pursuant to the Termination Agreement, the
Issuer agreed to cancel and extinguish certain of its rights with respect to
the sale by International of the 8,000,000 shares of Common Stock, no par
value, of the Issuer, purchased by International pursuant to the Subscription
Agreement (the "Shares"), to certain dealers (collectively, "Dealers") subject
to the satisfaction of certain conditions, described below.
Pursuant to the terms of the Termination Agreement, the Issuer agreed to
cancel and extinguish certain of its rights with respect to the sale of the
Shares upon payment by International to the Issuer of the sum of US$ 7 million
(the "Extinguishment Fee"); provided, that:
(i) such cancellation and extinguishment of certain of the
Issuer's rights under the Subscription Agreement only shall be
applicable to a sale of the Shares to or through the Dealers;
(ii) the Dealers shall have entered into an agreement with the
Issuer providing that (A) the Dealers promptly shall disclose
in reasonable detail to the Issuer the identities of the
persons who have agreed to purchase the Shares from the
Dealers (the "Ultimate Purchasers") and (B) the Dealers shall
not sell to any Ultimate Purchaser or group of Ultimate
Purchasers under common control, more than 2,000,000 of the
Shares without the Issuer's prior consent to be acknowledged
in writing; and
(iii) the Board of Directors of the Issuer shall have received the
written resignation of James Fernandez as a director of the
Issuer.
On December 7, 2004, International entered into a Purchase Agreement (the
"Purchase Agreement") with Merrill Lynch Canada Inc., CIBC World Markets Inc.,
Scotia Capital Inc. and UBS Securities Canada Inc. and their respective
affiliates (collectively, "Merrill Lynch"), pursuant to which Merrill Lynch
shall acquire, subject to certain conditions described below, all of the Shares
at a purchase price equal to CAN$42.00 per share (the "Stock Sale").
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Under the terms of the Purchase Agreement, Merrill Lynch will offer the
Shares for resale (i) in the United States to "accredited investors" (as defined
in Section 2(a)(15) of the Securities Act of 1933, as amended (the "Securities
Act")) and to "qualified institutional buyers" as defined in Rule 144A(a)(1)
under the Securities Act, (ii) in all transactions outside the United States in
reliance on Regulation S under the Securities Act ("Regulation S") and (iii) in
Canada without filing a prospectus and in compliance with Canadian securities
laws including the rules and regulations of the Toronto Stock Exchange.
The obligations of Merrill Lynch under the Purchase Agreement are subject
to termination in the absolute discretion of Merrill Lynch if at any time prior
to the time of purchase there shall have occurred: (i) a suspension or material
limitation in trading in securities generally on the Toronto Stock Exchange;
(ii) a suspension or material limitation in trading in the shares of common
stock of the Issuer on the Toronto Stock Exchange; (iii) a general moratorium on
commercial banking activities declared by either Canadian or Ontario authorities
or a material disruption in commercial banking or securities settlement or
clearance services in Canada; or (iv) any other calamity or crisis or any change
in financial, political or economic conditions in Canada or elsewhere, if the
effect of any such event specified in clause (iv) in the judgment of Merrill
Lynch makes it impracticable or inadvisable to proceed with the offering or the
delivery of the Shares on the terms and in the manner set forth in the Purchase
Agreement.
This Current Report on Form 8-K is not an offer to sell any securities or
a solicitation to buy any securities. These securities have not been, and will
not be, registered under the Securities Act of 1933, as amended and may not be
offered or sold in the United States absent registration thereunder or under an
applicable exemption from such registration requirements.
ITEM 7.01 -- REGULATION FD DISCLOSURE.
The information under Item 1.01 of this Current Report on Form 8-K is
incorporated herein by reference. On December 6, 2004, for consideration to be
paid by the Issuer, Tiffany & Co. also agreed to increase to market value the
price at which it purchases diamonds from the Issuer so that Tiffany & Co. will
no longer purchase diamonds from the Issuer at a discount. After offsetting
International's obligation to pay the Extinguishment Fee described above,
Tiffany & Co. will receive a net payment of US$ 5 million from the Issuer. A
copy of the press releases issued by Tiffany & Co. on December 6, 2004, and
December 7, 2004, are furnished as Exhibits 99.1 and 99.2, respectively, to this
Current Report on Form 8-K and are incorporated herein by reference.
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ITEM 9.01 -- FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Exhibit 99.1 Press Release issued by Tiffany & Co. on December 6,
2004.
Exhibit 99.2 Press Release issued by Tiffany & Co. on December 7,
2004.
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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.
By: /s/ Patrick B. Dorsey
-------------------------
Name: Patrick B. Dorsey
Title: Senior Vice President, Secretary
and General Counsel
Dated: December 9, 2004