UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
Amendment No. 1
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended January 31, 2005
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________ to _______________
Commission file no. 1-9494
TIFFANY & CO.
(Exact name of registrant as specified in its charter)
Delaware 13-3228013
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) 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
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
------------ -----------------------------------------
Common Stock, $.01 par value per share New York Stock Exchange
Stock Purchase Rights New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes_X_ No ___
As of July 30, 2004 the aggregate market value of the registrant's voting
and non-voting stock held by non-affiliates of the registrant was approximately
$5,179,334,839 using the closing sales price on this day of $35.75. See Item 5.
Market for Registrant's Common Equity and Related Stockholder Matters below.
As of March 24, 2005, the registrant had outstanding 144,480,629 shares of
its common stock, $.01 par value per share.
________________________________________________________________________________
Explanatory Note
----------------
This Amendment No. 1 to the Annual Report on Form 10-K for the year ended
January 31, 2005 is being filed solely for the purpose of amending, restating
and clarifying the disclosure in Item 9A of Part II of such report. The Annual
Report was filed with the Securities and Exchange Commission on April 14, 2005
by Registrant. Except as described above, no other changes have been made to the
Annual Report. This Amendment No. 1 to the Annual Report continues to speak as
of the date of the Annual Report, and Registrant has not updated the disclosures
contained in this Amendment No. 1 to the Annual Report to reflect any events
that occurred at a date subsequent to the filing of the Annual Report. The
filing of this Amendment No. 1 to the Annual Report is not a representation that
any statements contained in items of the Annual Report other than that
information being amended hereby are true or complete as of any date subsequent
to the date of the Annual Report.
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Item 9A. Controls and Procedures
Disclosure Controls and Procedures
Based on their evaluation of our disclosure controls and procedures (as
defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of
1934), Registrant's chief executive officer and chief financial officer
concluded that, as of the end of the period covered by this report, Registrant's
disclosure controls and procedures are effective to ensure that information
required to be disclosed by Registrant in the reports that it files or submits
under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized
and reported within the time periods specified in the SEC's rules and forms and
(ii) accumulated and communicated to our management, including our chief
executive officer and chief financial officer, to allow timely decisions
regarding required disclosure.
In addition, Registrant's chief executive officer and chief financial
officer have determined that there have been no changes in Registrant's internal
control over financial reporting during the period covered by this report
identified in connection with the evaluation described in the above paragraph
that have materially affected, or are reasonably likely to materially affect,
Registrant's internal control over financial reporting.
Registrant's management, including its chief executive officer and chief
financial officer necessarily applied their judgment in assessing the costs and
benefits of such controls and procedures. By their nature, such controls and
procedures cannot provide absolute certainty, but can provide reasonable
assurance regarding management's control objectives. Our chief executive officer
and our chief financial officer have concluded that Registrant's disclosure
controls and procedures are (i) designed to provide such reasonable assurance
and (ii) are effective at that reasonable assurance level.
Management's Report on Internal Control Over Financial Reporting
Management's report on internal control over financial reporting and the
report of the independent registered public accounting firm are included on
pages 33-35 of Registrant's Annual Report to Stockholders for the Fiscal Year
ended January 31, 2005.
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PART IV, ITEM 15. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM
8-K. As required by Rule 12b-15, the following new certifications have been
filed with the Securities and Exchange Commission but are not attached to copies
of this Form 10-K/A Amendment No.1 other than complete copies filed with said
Commission and the New York Stock Exchange.
Exhibit Description
31.1 Certification of Chief Executive Officer Pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.
31.2 Certification of Chief Financial Officer Pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.
32.1 Certification of Chief Executive Officer Pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
32.2 Certification of Chief Financial Officer Pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Date: February 7, 2006
Tiffany & Co.
(Registrant)
By: /s/ Patrick B. Dorsey
----------------------
Patrick B. Dorsey
Senior Vice President, Secretary and
General Counsel
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