TIFFANY & CO. FORM 8-K (Unscheduled Material Events) Filed 1/20/2006 For Period Ending 1/19/2006

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1 TIFFANY & CO FORM 8-K (Unscheduled Material Events) Filed 1/20/2006 For Period Ending 1/19/2006 Address 727 FIFTH AVE NEW YORK, New York Telephone CIK Industry Retail (Specialty) Sector Services Fiscal Year 01/31

2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C 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): January 19, 2006 (Exact name of registrant as specified in its charter) Delaware (State or Other (Commission (IRS Employer Jurisdiction of File Number) Identification No.) Incorporation) 727 Fifth Avenue, New York, NY (Address of principal executive offices) (Zip Code) (Registrant's telephone number, including area code) (212) 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 (see General Instruction A.2. below): Written communications pursuant to Rule 425 under the Securities Act (17 CFR ) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR e-4(c))

3 Item Entry into a Material Definitive Agreement. In connection with the approval and adoption of the policy statement regarding stockholder rights plans described in Item 8.01., on January 20, 2006, Tiffany & Co., a Delaware corporation ("Tiffany"), and Mellon Investor Services LLC, a New Jersey limited liability company (successor to ChaseMellon Shareholder Services, L.L.C.), as Rights Agent, entered into an amendment (the "Amendment") to Tiffany's Amended and Restated Rights Agreement (the "Rights Agreement"), to be effective January 19, Pursuant to the Amendment, the Final Expiration Date of the Rights (each as defined in the Rights Agreement) advanced from September 17, 2008 to January 19, As a result of the Amendment, the Rights are no longer outstanding and are not exercisable. Item Material Modification to Rights of Security Holders. See the information set forth under "Item Entry into a Material Definitive Agreement," which is incorporated by reference into this Item Item Other Events. On January 19, 2006, the Board of Directors of Tiffany approved and adopted the following policy statement on stockholder rights plans: "This Board shall submit the adoption or extension of any poison pill to a stockholder vote before it acts to adopt such poison pill; provided, however, that this Board may act on its own to adopt a poison pill without first submitting such matter to a stockholder vote if, under the circumstance then existing, this Board in the exercise of its fiduciary responsibilities deems it to be in the best interests of the Company and its stockholders to adopt a poison pill without the delay in adoption that is attendant upon the time reasonably anticipated to seek a stockholder vote. If a poison pill is adopted without first submitting such matter to a stockholder vote, the poison pill must be submitted to a stockholder vote within one year after the effective date of the poison pill. Absent such submission to a stockholder vote, and favorable action thereupon, the poison pill will expire on the first anniversary of its effective date." Item Financial Statements and Exhibits. (d) Exhibits. 4.1 Second Amendment to Amended and Restated Rights Agreement, dated effective January 19, 2006, by and between Tiffany & Co. and Mellon Investor Services LLC, a New Jersey limited liability company (successor to ChaseMellon Shareholder Services, L.L.C.), as Rights Agent Press Release dated January 20, 2006.

4 SIGNATURE 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 thereunto duly authorized this 20th day of January, By: /s/ Patrick B. Dorsey Patrick B. Dorsey Senior Vice President, General Counsel and Secretary

5 EXHIBIT INDEX Exhibit Number 4.1 Second Amendment to Amended and Restated Rights Agreement, dated effective January 19, 2006, by and between Tiffany & Co. and Mellon Investor Services LLC, a New Jersey limited liability company (successor to ChaseMellon Shareholder Services, L.L.C.), as Rights Agent Press Release dated January 20, 2006.

6 Exhibit 4.1 SECOND AMENDMENT TO AMENDED AND RESTATED RIGHTS AGREEMENT This Second Amendment is made to that certain Amended and Restated Rights Agreement dated as of April 8, 2004 (the "Agreement") by and between Tiffany & Co., a Delaware corporation (the "Company") and Mellon Investor Services LLC, a New Jersey limited liability company (successor to ChaseMellon Shareholder Service, L.L.C.), as rights agent ("Rights Agent"). As provided for in Section 27 of the Agreement, Section 1 of the Agreement is hereby amended so that the definition of "Final Expiration Date" shall read in its entirely as follows: "Final Expiration Date" shall mean January 19, 2006." This Second Amendment is dated effective January 19, IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be duly executed and attested, all as of the day and year first above written. Attest: /s/ Patrick B. Dorsey By: /s/ James N. Fernandez Patrick B. Dorsey James N. Fernandez Senior Vice President Executive Vice President - Chief General Counsel and Secretary Financial Officer Attest: MELLON INVESTOR SERVICES LLC, as Rights Agent /s/ Robert Kavanagh By: /s/ Stanley E. Siekierski Robert Kavanagh Stanley E. Siekierski Vice President Vice President

7 Exhibit 99.1 NEWS RELEASE Fifth Avenue & 57th Street Contacts: New York, N.Y James N. Fernandez (212) Mark L. Aaron (212) TIFFANY TERMINATES POISON PILL New York, N.Y., January 20, Tiffany & Co. (NYSE: TIF) reported that its board of directors has unanimously voted to amend its stockholder rights plan to accelerate the final expiration date of the purchase rights issued thereunder. This amendment has the effect of terminating the plan, which is typically referred to as a "poison pill." Under the terms of the amendment, the purchase rights expired at the close of business on January 19, 2006, rather than on September 17, 2008, as provided in the most recent amended and restated version of the rights agreement that evidences the plan. The board also adopted a policy that would generally require it to submit the adoption or extension of any future stockholder rights plan to a stockholder vote, but reserved to itself the option of adopting a poison pill without a stockholder vote if exigent circumstances and the exercise of its fiduciary responsibilities so warrant. If a stockholder rights plan were adopted without first submitting such matter to a stockholder vote, the plan would expire on the first anniversary of its effective date if not approved by the stockholders prior to that time. Michael J. Kowalski, chairman and chief executive officer, stated that "this step was not taken with reference to any proposed or expected acquisition transaction." Rather, he said, "the board of directors acted with an eye to evolving principles of corporate governance and stockholder relations." Tiffany & Co. operates jewelry and specialty retail stores and manufactures products through its subsidiary corporations. Its principal subsidiary is Tiffany and Company. The Company operates retail stores and boutiques in the Americas, Asia-Pacific and Europe and engages in direct selling through Internet, catalog and business gift operations. Other operations include consolidated results from ventures operated under trademarks or trade names other than For additional information, please visit or call our shareholder information line at 800-TIF # # # End of Filing 2006 EDGAR Online, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C FORM 8-K

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