TIFFANY & CO Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2020-12-31: Form 8-K; Period of report 2020-12-31; Description 5.07 Submission of Matters to a Vote of Security Holders; Details 5.07.
- 2020-12-17: Form 8-K; Period of report 2020-12-17; Description 1.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure; Details 1.01.
- 2020-12-15: Form 8-K; Period of report 2020-12-15; Description 7.01 Regulation FD Disclosure; Details 7.01.
- 2020-12-08: Form 8-K; Period of report 2020-12-08; Description 7.01 Regulation FD Disclosure; Details 7.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2020-12-31 | 8-K | 2020-12-31 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On December 30, 2020, Registrant held a special meeting of stockholders (the “Special Meeting”). | d57562d8k.htm |
| 2020-12-17 | 8-K | 2020-12-17 | 1.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 7.01 On December 17, 2020, Registrant issued a news release announcing that it had received, on December 14, 2020, with respect to the 2024 Notes, and on December 17, 2020, with respect to the 2044 Notes, the requisite consents from the holders of a majority in aggregate principal amount of the Affected Notes pursuant to its previously announced solicitation of consents. | d88533d8k.htm |
| 2020-12-15 | 8-K | 2020-12-15 | 7.01 Regulation FD Disclosure | 7.01 On December 15, 2020, Registrant issued a news release announcing (i) that it had received, on December 14, 2020, the requisite consents from the holders of a majority in aggregate principal amount of Registrant’s outstanding $250,000,000 3.800% senior notes due October 1, 2024 (the “2024 Notes”) pursuant to its previously announced solicitation of consents and (ii) that it amended its previously announced consent solicitation with respect to its outstanding $300,000,000 4.900% senior notes due October 1, 2044 (the “2044 Notes” and, together with the 2024 Notes, the “Affected Notes”) to extend the expiration time from 5:00 p.m., New York City time, on December 14, 2020 to 5:00 p.m., New York City time, on December 17, 2020, unless terminated or extended by Registrant. | d45485d8k.htm |
| 2020-12-08 | 8-K | 2020-12-08 | 7.01 Regulation FD Disclosure | 7.01 On December 8, 2020, Registrant issued a news release announcing that it had commenced solicitations of consents from the holders of its outstanding $250,000,000 3.800% senior notes due October 1, 2024 (the “2024 Notes”) and its outstanding $300,000,000 4.900% senior notes due October 1, 2044 (the “2044 Notes” and, together with the 2024 Notes, the “Affected Notes”) at the request of LVMH Moët Hennessy-Louis Vuitton SE, a societas Europaea (European company) organized under the laws of France (“LVMH”) in connection with the proposed acquisition of Registrant by LVMH pursuant to the Amended and Restated Agreement and Plan of Merger, dated October 28, 2020, as it may be amended from time to time (the “Merger Agreement”), by and among Registrant, LVMH, Breakfast Holdings Acquisition Corp., a Delaware corporation and a wholly owned indirect subsidiary of LVMH (“Holding”), and Breakfast Acquisition Corp., a Delaware corporation and a wholly owned direct subsidiary of Holding. | d220413d8k.htm |
| 2020-11-27 | 8-K | 2020-11-27 | 8.01 Other Events | 8.01 On November 27, 2020, Registrant issued a news release announcing that it had established a record date of November 30, 2020, for a special meeting of its stockholders to be held on December 30, 2020. | d66439d8k.htm |
| 2020-11-24 | 8-K | 2020-11-24 | 2.02 Results of Operations and Financial Condition | 2.02 On November 24, 2020, Registrant issued a news release announcing its unaudited earnings and results of operations for the third quarter ended October 31, 2020. | tif-20201124.htm |
| 2020-10-29 | 8-K | 2020-10-28 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 8.01 On October 29, 2020, Registrant and LVMH issued a joint press release announcing that they entered into the Amended Merger Agreement and the Settlement Agreement. | d91099d8k.htm |
| 2020-10-26 | 8-K | 2020-10-26 | 7.01 Regulation FD Disclosure | 7.01 On October 26, 2020, the European Commission granted clearance of the proposed acquisition of Registrant (the “Merger”) by LVMH Moët Hennessy-Louis Vuitton SE (“LVMH”) pursuant to the Agreement and Plan of Merger, dated as of November 24, 2019 (the “Merger Agreement”), by and among Registrant, LVMH, Breakfast Holdings Acquisition Corp. and Breakfast Acquisition Corp. All regulatory approvals required for the completion of the Merger have now been obtained. | d88094d8k.htm |
| 2020-10-15 | 8-K | 2020-10-15 | 7.01 Regulation FD Disclosure | 7.01 On October 15, 2020, Registrant issued a news release announcing, among other things, its preliminary unaudited sales and operating results for the interim period from August 1 through September 30, 2020. | d71114d8k.htm |
| 2020-09-29 | 8-K | 2020-09-29 | 7.01 Regulation FD Disclosure | 7.01 Registrant has received notification regarding an additional regulatory clearance for the completion of its proposed acquisition (the “Merger”) by LVMH Moët Hennessy-Louis Vuitton SE (“LVMH”) pursuant to the Agreement and Plan of Merger, dated as of November 24, 2019 (the “Merger Agreement”), by and among Registrant, LVMH, Breakfast Holdings Acquisition Corp. and Breakfast Acquisition Corp (“Merger Sub”), providing for the merger of Merger Sub with and into Registrant (the “Merger”). | d43473d8k.htm |
| 2020-09-29 | 8-K | 2020-09-28 | 8.01 Other Events | 8.01 As previously announced, on September 9, 2020, Registrant filed a lawsuit in the Court of Chancery of the State of Delaware (the “Court”) against LVMH Moët Hennessy-Louis Vuitton SE (“LVMH”) and certain of its affiliates seeking, among other things, an order of specific performance requiring LVMH to perform its obligations under the Agreement and Plan of Merger, dated as of November 24, 2019 (the “Merger Agreement”), by and among Registrant, LVMH, Breakfast Holdings Acquisition Corp. and Breakfast Acquisition Corp (“Merger Sub”), providing for the merger of Merger Sub with and into Registrant (the “Merger”), and on September 21, 2020, the Court set January 5, 2021 to begin a four-day trial. | d38593d8k.htm |
| 2020-09-22 | 8-K | 2020-09-21 | 8.01 Other Events | 8.01 As previously announced, on September 9, 2020, Registrant filed a lawsuit in the Court of Chancery of the State of Delaware (the “Court”) against LVMH Moët Hennessy-Louis Vuitton SE (“LVMH”) and certain of its affiliates seeking, among other things, an order of specific performance requiring LVMH to perform its obligations under the Agreement and Plan of Merger, dated as of November 24, 2019 (the “Merger Agreement”), by and among Registrant, LVMH, Breakfast Holdings Acquisition Corp. and Breakfast Acquisition Corp (“Merger Sub”), providing for the merger of Merger Sub with and into Registrant (the “Merger”). | d59017d8k.htm |
| 2020-09-17 | 8-K | 2020-09-16 | 8.01 Other Events | 8.01 As previously announced, on September 9, 2020, Registrant filed a lawsuit in the Court of Chancery of the State of Delaware against LVMH Moët Hennessy-Louis Vuitton SE (“LVMH”) and certain of its affiliates seeking, among other things, an order of specific performance requiring LVMH to perform its obligations under the Agreement and Plan of Merger, dated as of November 24, 2019 (the “Merger Agreement”), by and among Registrant, LVMH, Breakfast Holdings Acquisition Corp. and Breakfast Acquisition Corp (“Merger Sub”), providing for the merger of Merger Sub with and into Registrant (the “Merger”). | d34032d8k.htm |
| 2020-09-11 | 8-K | 2020-09-10 | 7.01 Regulation FD Disclosure | 7.01 On September 10, 2020, the Japan Fair Trade Commission and the Mexican competition authority (Comisión Federal de Competencia Económica) granted clearance of the Merger. | d10441d8k.htm |
| 2020-09-09 | 8-K | 2020-09-09 | 8.01 Other Events | 8.01 On September 9, 2020, Registrant filed a lawsuit (the “Complaint”) in the Court of Chancery of the State of Delaware against LVMH Moët Hennessy-Louis Vuitton SE (“LVMH”) and certain of its affiliates seeking, among other things, an order of specific performance requiring LVMH to perform its obligations under the Agreement and Plan of Merger, dated as of November 24, 2019 (the “Merger Agreement”), by and among Registrant, LVMH, Breakfast Holdings Acquisition Corp. and Breakfast Acquisition Corp. (“Merger Sub”), providing for the merger of Merger Sub with and into Registrant (the “Merger”), including making all necessary antitrust filings and taking all other actions necessary to obtain the required antitrust approvals for the Merger, and a declaratory judgment that LVMH has breached its obligation under the Merger Agreement. | d77283d8k.htm |
| 2020-08-27 | 8-K | 2020-08-27 | 2.02 Results of Operations and Financial Condition | 2.02 On August 27, 2020, Registrant issued a news release announcing its unaudited earnings and results of operations for the second quarter ended July 31, 2020. | a8k827202nd.htm |
| 2020-08-25 | 8-K | 2020-08-24 | 8.01 Other Events | 8.01 Registrant announced previously that it had entered into the Agreement and Plan of Merger, dated as of November 24, 2019 (the “Merger Agreement”), by and among Registrant, LVMH Moët Hennessy-Louis Vuitton SE (“LVMH”), Breakfast Holdings Acquisition Corp. and Breakfast Acquisition Corp., pursuant to which Breakfast Acquisition Corp. will be merged with and into Registrant (the “Merger”), with Registrant continuing as the surviving corporation in the Merger. | d93677d8k.htm |
| 2020-08-20 | 8-K | 2020-08-20 | 7.01 Regulation FD Disclosure | 7.01 In 2018, Registrant announced its plans to undertake a complete renovation of its New York Flagship store at 727 Fifth Avenue. | a8k82020.htm |
| 2020-07-28 | 8-K | 2020-07-28 | 7.01 Regulation FD Disclosure | 7.01 On July 25, 2020, the State Administration for Market Regulation of China decided that it will not prohibit the Merger. | d13477d8k.htm |
| 2020-07-06 | 8-K | 2020-07-06 | 7.01 Regulation FD Disclosure | 7.01 On July 3, 2020, the Australian Foreign Investment Review Board issued a notification indicating that it has no objection to the Merger. | d945056d8k.htm |
| 2020-06-16 | 8-K | 2020-06-16 | 7.01 Regulation FD Disclosure | 7.01 On June 12, 2020, the Korea Fair Trade Commission of South Korea formally cleared the Merger. | a8k61620.htm |
| 2020-06-09 | 8-K | 2020-06-09 | 2.02 Results of Operations and Financial Condition | 2.02 On June 9, 2020, Registrant issued a news release announcing its unaudited earnings and results of operations for the first quarter ended April 30, 2020. | a8k6920.htm |
| 2020-06-03 | 8-K | 2020-06-03 | 5.07 Submission of Matters to a Vote of Security Holders; 7.01 Regulation FD Disclosure; 8.01 Other Events | 5.07 On June 1, 2020, Registrant held its annual meeting of shareholders. 7.01 Registrant plans to report its financial results for the first quarter ended April 30, 2020 on June 9, 2020 by issuing a news release, rather than on June 5, 2020 as previously announced by Registrant on March 20, 2020. 8.01 Registrant makes awards of restricted stock units to its directors pursuant to its Tiffany & Co. 2017 Directors Equity Compensation Plan (the “2017 Directors Equity Compensation Plan”). | a8k6320.htm |
| 2020-05-18 | 8-K | 2020-05-18 | 7.01 Regulation FD Disclosure | 7.01 On May 18, 2020, Registrant issued a news release announcing that it is changing the format of its 2020 annual meeting of shareholders from an in-person meeting to a virtual one due to public health concerns surrounding the outbreak of the novel coronavirus (COVID-19). | a8k51520.htm |
| 2020-04-08 | 8-K | 2020-04-07 | 7.01 Regulation FD Disclosure | 7.01 Registrant has received additional regulatory approvals necessary for the completion of its proposed acquisition (the “Merger”) by LVMH Moët Hennessy-Louis Vuitton SE (“LVMH”) pursuant to the Agreement and Plan of Merger, dated as of November 24, 2019 (the “Merger Agreement”) by and among Registrant, LVMH, Breakfast Holdings Acquisition Corp. and Breakfast Acquisition Corp., and provides the following update on the status of the approvals from regulatory authorities in various jurisdictions across the world. | tif-8k_20200407.htm |
| 2020-04-07 | 8-K/A | 2019-11-18 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 (b) As previously reported, Pamela H. Cloud, Senior Vice President - Chief Merchandising Officer, will be leaving Registrant's organization effective July 31, 2020 (the “Effective Date”). | a8k4620.htm |
| 2020-03-31 | 8-K | 2020-03-31 | 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 2.03 As previously disclosed, on October 25, 2018, Registrant, along with certain of its subsidiaries designated as borrowers thereunder, entered into a five-year multi-bank, multi-currency committed unsecured revolving credit facility, including a letter of credit subfacility, consisting of basic commitments in an amount up to $750 million (which commitments may be increased, subject to certain conditions and limitations, at the request of Registrant) (the "Credit Facility"). | a8k33120.htm |
| 2020-03-20 | 8-K | 2020-03-20 | 2.02 Results of Operations and Financial Condition | 2.02 On March 20, 2020, Registrant issued a news release announcing its unaudited earnings and results of operations for the fourth quarter and full year ended January 31, 2020. | a8k32020.htm |
| 2020-02-04 | 8-K | 2020-02-04 | 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 5.07 On February 4, 2020, Registrant held a special meeting of stockholders (the “Special Meeting”). 8.01 The completion of the Merger is subject, among other conditions, to the expiration or termination of the waiting period applicable to the Merger pursuant to the requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (as amended, and all rules and regulations promulgated thereunder, collectively, the “HSR Act”). | d806104d8k.htm |
| 2020-01-24 | 8-K | 2020-01-24 | 8.01 Other Events | 8.01 This Current Report on Form 8-K discloses certain additional information relating to the previously announced Agreement and Plan of Merger, dated November 24, 2019 (as it may be amended from time to time, the “Merger Agreement”), by and among Registrant, LVMH Moët Hennessy – Louis Vuitton SE, a societas Europaea (European company) organized under the laws of France (“Parent”), Breakfast Holdings Acquisition Corp., a Delaware corporation and a wholly owned indirect subsidiary of Parent (“Holding”), and Breakfast Acquisition Corp., a Delaware corporation and a wholly owned direct subsidiary of Holding (“Merger Sub”), providing for the merger of Merger Sub with and into Registrant (the “Merger”), with Registrant continuing as the surviving company in the Merger and an indirect wholly owned subsidiary of Parent. | d876052d8k.htm |