Item 7.01. Regulation FD Disclosure.
On December 26, 2019, Registrant issued a news release announcing its
preliminary unaudited sales figures for the interim period from November 1 to
December 24, 2019. A copy of the December 26, 2019 news release is attached
hereto as Exhibit 99.1 to this Form 8-K.
The information in this Current Report on Form 8-K is being furnished pursuant
to Item 7.01 Regulation FD Disclosure. In accordance with General Instruction
B.2 of Form 8-K, the information in this report shall not be deemed "filed" for
the purposes of Section 18 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), or otherwise subject to the liabilities of that section,
nor shall it be deemed incorporated by reference in any filing under the
Securities Act of 1933, as amended, or the Exchange Act, except as expressly
stated by specific reference in such filing.
Additional Information and Where To Find It:
This communication may be deemed to be solicitation material in respect of the
proposed acquisition of Registrant by LVMH Moët Hennessy - Louis Vuitton SE
("Parent") pursuant to the Agreement and Plan of Merger, as it may be amended
from time to time (the "Merger Agreement"), dated as of November 24, 2019, by
and among Registrant, Parent, Breakfast Holdings Acquisition Corp. and Breakfast
Acquisition Corp. In connection with the proposed acquisition, Registrant filed
a preliminary proxy statement on Schedule 14A with the U.S. Securities and
Exchange Commission (the "SEC") and intends to file other relevant materials
with the SEC, including a proxy statement in definitive form. Following the
filing of the definitive proxy statement with the SEC, Registrant will mail the
definitive proxy statement and a proxy card to each stockholder entitled to vote
at the special meeting relating to the proposed acquisition. INVESTORS AND
SECURITY HOLDERS OF REGISTRANT ARE URGED TO READ CAREFULLY ALL RELEVANT
DOCUMENTS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) FILED WITH THE SEC,
INCLUDING REGISTRANT'S PROXY STATEMENT, WHEN THEY BECOME AVAILABLE BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED ACQUISITION. Investors and
security holders will be able to obtain copies of the proxy statement and other
documents filed with the SEC (when available) free of charge at the SEC's
website at www.sec.gov or at Registrant's website at
investor.tiffany.com/financial-information or by writing to the Corporate
Secretary at 200 Fifth Avenue, New York, New York 10010, Attn: Corporate
Secretary (Legal Department).
Participants in Solicitation:
Registrant and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from Registrant's stockholders in
respect of the proposed acquisition. Information about the directors and
executive officers of Registrant is set forth in its proxy statement for its
2019 annual meeting of stockholders, which was filed with the SEC on April 17,
2019, and the preliminary proxy statement filed with the SEC in connection with
the proposed acquisition on December 18, 2019. Other information regarding the
participants in the proxy solicitations in connection with the proposed
acquisition, and a description of any interests that they have in the proposed
acquisition, by security holdings or otherwise, will be contained in the
definitive proxy statement and other relevant materials to be filed with the SEC
regarding the proposed acquisition when they become available. These documents
may be obtained for free at the SEC's website at www.sec.gov, and via
Registrant's Investor Relations section of its website at
investor.tiffany.com/financial-information.
Forward-Looking Statements:
Certain statements in this communication, including, without limitation,
statements relating to: (i) preliminary worldwide sales and sales trends and
results in Registrant's principal regions, (ii) the renovation of Registrant's
New York City flagship store and the temporary relocation of its retail
operations to 6 East 57th Street, including the timing thereof,
(iii) Registrant's preliminary estimates regarding increased expenses related to
the proposed acquisition and certain compensation related actions, including the
impact thereof on Registrant's net earnings, and (iv) statements regarding
Registrant's expectations for the fiscal quarter and fiscal year ending
January 31, 2020, may constitute "forward-looking statements" within the meaning
of Section 27A of the Securities Act of 1933, Section 21E of the Securities
Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995,
each as amended. Forward-looking statements by their nature address matters that
are, to different degrees, uncertain, such as statements about sales trends and
changes in sales trends, expenses that may be incurred in future periods, the
consummation of the proposed acquisition and the anticipated benefits thereof.
Forward-looking statements provide current expectations of future events and
include any statement that does not directly relate to any historical or current
fact. Words such as "anticipates," "believes," "expects," "intends," "plans,"
"projects," or other similar expressions may identify such forward-looking
statements.
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These and other forward-looking statements are not guarantees of future results
and are subject to risks, uncertainties and assumptions that could cause actual
results to differ materially from those discussed in forward-looking statements,
including, as a result of factors, risks and uncertainties over which we have no
control. The inclusion of such statements should not be regarded as a
representation that any plans, estimates or expectations will be achieved. You
should not place undue reliance on such statements. Important factors, risks and
uncertainties that could cause actual results to differ materially from such
plans, estimates or expectations include, but are not limited to, the following:
(i) conditions to the completion of the proposed acquisition, including
stockholder approval of the proposed acquisition, may not be satisfied or the
regulatory approvals required for the proposed acquisition may not be obtained,
in each case, on the terms expected or on the anticipated schedule, which
contemplates closing of the acquisition in the middle of 2020; (ii) the
occurrence of any event, change or other circumstance that could give rise to
the termination of the Merger Agreement or affect the ability of the parties to
recognize the benefits of the proposed acquisition; (iii) the effect of the
announcement or pendency of the proposed acquisition on Registrant's business
relationships, operating results, and business generally; (iv) risks that the
proposed acquisition disrupts Registrant's current plans and operations and
potential difficulties in Registrant's employee retention as a result of the
proposed acquisition; (v) risks that the proposed acquisition may divert
management's attention from our ongoing business operations; (vi) potential
litigation that may be instituted against Registrant or its directors or
officers related to the proposed acquisition or the Merger Agreement and any
adverse outcome of any such potential litigation; (vii) the amount of the costs,
fees, expenses and other charges related to the proposed acquisition, including
in the event of any unexpected delays; (viii) other risks to consummation of the
proposed acquisition, including the risk that the proposed acquisition will not
be consummated within the expected time period, or at all, which may affect
Registrant's business and the price of the common stock of Registrant; (ix) any
adverse effects on Registrant by other general industry, economic, business
and/or competitive factors; (x) Registrant's sales performance during the
remainder of the full 2019 November-December holiday period and Registrant's
fiscal quarter and fiscal year ending January 31, 2020, as well as other
developments that may arise between now and the time the financial results for
Registrant's fiscal quarter and fiscal year ending January 31, 2020 are
finalized; (xi) results of Registrant's financial closing procedures; (xii)
changes in the cost and timing estimates associated with the renovation of
Registrant's New York City flagship store and the temporary relocation of its
retail operations to 6 East 57th Street; (xiii) delays caused by third parties
involved in the aforementioned renovation and relocation; (xiv) any casualty,
damage or destruction to Registrant's New York City flagship store or 6 East
57th Street location; and (xv) such other factors as are set forth in
Registrant's periodic public filings with the SEC, including but not limited to
those described under the headings "Risk Factors" and "Forward Looking
Statements" in its Form 10-K for the fiscal year ended January 31, 2019 and its
Form 10-Q for the quarterly period ended October 31, 2019, the preliminary proxy
statement and in its other filings made with the SEC from time to time, which
are available via the SEC's website at www.sec.gov. Consequences of material
differences in results as compared with those anticipated in the forward-looking
statements could include, among other things, business disruption, operational
problems, financial loss, legal liability to third parties and similar risks,
any of which could have a material adverse effect on Registrant's financial
condition, results of operations, credit rating, liquidity or stock price. In
addition, there can be no assurance that the proposed acquisition will be
completed, or if it is completed, that it will close in the middle of 2020, as
anticipated, or that the expected benefits of the proposed acquisition will be
realized.
Forward-looking statements reflect the views and assumptions of management as of
the date of this communication with respect to future events. Registrant does
not undertake, and hereby disclaims, any obligation, unless required to do so by
applicable securities laws, to update any forward-looking statements as a result
of new information, future events or other factors. The inclusion of any
statement in this communication does not constitute an admission by Registrant
or any other person that the events or circumstances described in such statement
are material.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description of Exhibit
99.1 News Release dated December 26, 2019.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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