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) August 12, 2002
TIFFANY & CO.
(Exact name of registrant as specified in its 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
(Former name and former address, if changed since last report.)
Item 5. Other Events
On August 12, 2002, Tiffany & Co. announced that its wholly-owned
subsidiary, TSAC Corp., has entered into a stock purchase agreement with Seymour
Holtzman and certain of his affiliates, including Jewelcor Management, Inc., to
purchase their shares of the common stock, par value $0.01 per share, of Little
Switzerland, Inc. (OTCBB: LSVI.OB), representing approximately 12% of the
outstanding Little Switzerland common stock, at $2.40 per share. Tiffany
currently beneficially owns approximately 45% of Little Switzerland's
outstanding common stock. The stock purchase agreement contemplates that TSAC
Corp. promptly will commence a cash tender offer to acquire the balance of the
outstanding shares of Little Switzerland's common stock at $2.40 per share. The
stock purchase agreement will be subject to conditions identical to the
conditions of the tender offer, including the minimum tender and majority of the
minority conditions described below.
The purchase price of $2.40 per share represents a 73 percent premium over
the closing price of $1.39 on August 12, 2002. Neither the stock purchase
agreement nor the tender offer is conditioned on Tiffany & Co. or any of its
subsidiaries obtaining any financing or the approval of Little Switzerland's
Board of Directors. The stock purchase agreement and the tender offer are,
however, subject to the tender of a sufficient number of Little Switzerland
shares so that, upon the closing of the tender offer and the stock purchase
agreement, Tiffany would beneficially own at least 90% of the outstanding Little
Switzerland common stock on a fully-diluted basis. In addition, the stock
purchase agreement and the tender offer are subject to the tender of at least a
majority of the outstanding Little Switzerland shares, excluding shares
beneficially owned by Tiffany, Mr. Holtzman or any of Mr. Holtzman's affiliates.
Tiffany & Co. expects to commence the tender offer on or soon after August
15, 2002. Tiffany anticipates causing TSAC Corp. to acquire any shares not
purchased under the stock purchase agreement and in the tender offer through a
"short form" merger at the same cash price per share as the tender offer, so
long as the tender offer is successful and Tiffany & Co. beneficially owns at
least 90% of the outstanding shares of Little Switzerland Common Stock after its
completion, including the shares purchased pursuant to the stock purchase
agreement. If the tender offer is successful, Tiffany & Co. intends to operate
Little Switzerland as a separate business unit under the trade name LITTLE
SWITZERLAND. A copy of the Company's press release with respect to the offering
is filed as Exhibit 99.1 hereto.
Item 7. Financial Statements and Exhibits
(c) Exhibits
Exhibit No Description
99.1 Tiffany & Co. Press Release dated August 12, 2002
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.
Date: August 13, 2002
TIFFANY & CO.
Registrant
By: /s/ Patrick B. Dorsey
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Name: Patrick B. Dorsey
Title: Senior Vice President,
Secretary and General Counsel
EXHIBIT INDEX
Exhibit No Description
99.1 Tiffany & Co. Press Release dated August 12, 2002