Schedule 13d
| Filed by: | TRIAN FUND MANAGEMENT, L.P. |
| Subject Company: | TIFFANY AND CO |
| Filed as of Date: | 05/16/2008 |
| View Original Filing on Edgar's | |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under the
Securities Exchange Act of 1934
(Amendment
No. 3)*
Tiffany
& Co.
(Name of
Issuer)
Common
Stock, $.01 par value per share
(Title of
Class of Securities)
886547108
(CUSIP
Number)
Stuart I.
Rosen, Esq.
General
Counsel
Trian
Fund Management, L.P.
280 Park
Avenue, 41st Floor
New York,
New York 10017
(212)
451-3000
(Name,
Address and Telephone Number of Person Authorized to
Receive
Notices and Communications)
May 15,
2008
(Date of
Event which Requires Filing of this Statement)
If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box / /.
NOTE:
Schedules filed in paper format shall include a signed original and five copies
of the schedule, including all exhibits. See Rule 13d-7 for other parties to
whom copies are to be sent.
*The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE
13D
CUSIP No.
886547108
|
1
|
NAME
OF REPORTING PERSON
|
|||
|
Trian
Fund Management, L.P.
|
||||
|
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 20-3454182
|
||||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
/X/
(b)
/ /
|
||
|
3
|
SEC
USE ONLY
|
|||
|
4
|
SOURCE
OF FUNDS
|
|||
|
AF
|
||||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
|
/ /
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|||
|
Delaware
|
||||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7 SOLE
VOTING POWER
|
|||
|
0
|
||||
|
8 SHARED
VOTING POWER
|
||||
|
10,718,600
|
||||
|
9 SOLE
DISPOSITIVE POWER
|
||||
|
0
|
||||
|
10 SHARED
DISPOSITIVE POWER
|
||||
|
10,718,600
|
||||
|
11 AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
|
10,718,600
|
||||
|
12 CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
||||
|
/ /
|
||||
|
13 PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||||
|
8.50%
|
||||
|
14 TYPE
OF REPORTING PERSON
|
||||
|
PN
|
||||
SCHEDULE
13D
CUSIP No.
886547108
|
1
|
NAME
OF REPORTING PERSON
|
||
|
Trian
Fund Management GP, LLC
|
|||
|
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 20-3454087
|
|||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
/X/
(b)
/ /
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
|
||
|
AF
|
|||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
|
/ /
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
||
|
Delaware
|
|||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7 SOLE
VOTING POWER
|
||
|
0
|
|||
|
8 SHARED
VOTING POWER
|
|||
|
10,718,600
|
|||
|
9 SOLE
DISPOSITIVE POWER
|
|||
|
0
|
|||
|
10 SHARED
DISPOSITIVE POWER
|
|||
|
10,718,600
|
|||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||
|
10,718,600
|
|||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
||
|
/ /
|
|||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||
|
8.50
%
|
|||
|
14
|
TYPE
OF REPORTING PERSON
|
||
|
OO
|
|||
SCHEDULE
13D
CUSIP No.
886547108
|
1
|
NAME
OF REPORTING PERSON
|
||
|
Trian
Partners GP, L.P.
|
|||
|
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 20-3453775
|
|||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
/X/
(b)
/ /
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
|
||
|
AF
|
|||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
|
/ /
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
||
|
Delaware
|
|||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7 SOLE
VOTING POWER
|
||
|
0
|
|||
|
8 SHARED
VOTING POWER
|
|||
|
10,067,240
|
|||
|
9 SOLE
DISPOSITIVE POWER
|
|||
|
0
|
|||
|
10 SHARED
DISPOSITIVE POWER
|
|||
|
10,067,240
|
|||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||
|
10,067,240
|
|||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
||
|
/X/
|
|||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||
|
7.98%
|
|||
|
14
|
TYPE
OF REPORTING PERSON
|
||
|
PN
|
|||
SCHEDULE
13D
CUSIP No.
886547108
|
1
|
NAME
OF REPORTING PERSON
|
||
|
Trian
Partners General Partner, LLC
|
|||
|
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 20-3453595
|
|||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
/X/
(b)
/ /
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
|
||
|
AF
|
|||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
|
/ /
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
||
|
Delaware
|
|||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7 SOLE
VOTING POWER
|
||
|
0
|
|||
|
8 SHARED
VOTING POWER
|
|||
|
10,067,240
|
|||
|
9 SOLE
DISPOSITIVE POWER
|
|||
|
0
|
|||
|
10 SHARED
DISPOSITIVE POWER
|
|||
|
10,067,240
|
|||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||
|
10,067,240
|
|||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
||
|
/X/
|
|||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||
|
7.98%
|
|||
|
14
|
TYPE
OF REPORTING PERSON
|
||
|
OO
|
|||
SCHEDULE
13D
CUSIP No.
886547108
|
1
|
NAME
OF REPORTING PERSON
|
||
|
Trian
Partners, L.P.
|
|||
|
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 20-3453988
|
|||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
/X/
(b)
/ /
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
|
||
|
WC
|
|||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
|
/ /
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
||
|
Delaware
|
|||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7 SOLE
VOTING POWER
|
||
|
0
|
|||
|
8 SHARED
VOTING POWER
|
|||
|
2,396,047
|
|||
|
9 SOLE
DISPOSITIVE POWER
|
|||
|
0
|
|||
|
10 SHARED
DISPOSITIVE POWER
|
|||
|
2,396,047
|
|||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||
|
2,396,047
|
|||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
||
|
/X/
|
|||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||
|
1.90%
|
|||
|
14
|
TYPE
OF REPORTING PERSON
|
||
|
PN
|
|||
SCHEDULE
13D
CUSIP No.
886547108
|
1
|
NAME
OF REPORTING PERSON
|
||
|
Trian
Partners Master Fund, L.P.
|
|||
|
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 98-0468601
|
|||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
/X/
(b)
/ /
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
|
||
|
WC
|
|||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
|
/ /
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
||
|
Cayman
Islands
|
|||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7 SOLE
VOTING POWER
|
||
|
0
|
|||
|
8 SHARED
VOTING POWER
|
|||
|
7,671,193
|
|||
|
9 SOLE
DISPOSITIVE POWER
|
|||
|
0
|
|||
|
10 SHARED
DISPOSITIVE POWER
|
|||
|
7,671,193
|
|||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||
|
7,671,193
|
|||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
||
|
/X/
|
|||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||
|
6.08%
|
|||
|
14
|
TYPE
OF REPORTING PERSON
|
||
|
PN
|
|||
SCHEDULE
13D
CUSIP No.
886547108
|
1
|
NAME
OF REPORTING PERSON
|
||
|
Trian
Partners Parallel Fund I, L.P.
|
|||
|
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 20-3694154
|
|||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
/X/
(b)
/ /
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
|
||
|
WC
|
|||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
|
/ /
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
||
|
Delaware
|
|||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7 SOLE
VOTING POWER
|
||
|
0
|
|||
|
8 SHARED
VOTING POWER
|
|||
|
211,603
|
|||
|
9 SOLE
DISPOSITIVE POWER
|
|||
|
0
|
|||
|
10 SHARED
DISPOSITIVE POWER
|
|||
|
211,603
|
|||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||
|
211,603
|
|||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
||
|
/X/
|
|||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||
|
0.17%
|
|||
|
14
|
TYPE
OF REPORTING PERSON
|
||
|
PN
|
|||
SCHEDULE
13D
CUSIP No.
886547108
|
1
|
NAME
OF REPORTING PERSON
|
||
|
Trian
Partners Parallel Fund I General Partner, LLC
|
|||
|
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 20-3694293
|
|||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
/X/
(b)
/ /
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
|
||
|
AF
|
|||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
|
/ /
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
||
|
Delaware
|
|||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7 SOLE
VOTING POWER
|
||
|
0
|
|||
|
8 SHARED
VOTING POWER
|
|||
|
211,603
|
|||
|
9 SOLE
DISPOSITIVE POWER
|
|||
|
0
|
|||
|
10 SHARED
DISPOSITIVE POWER
|
|||
|
211,603
|
|||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||
|
211,603
|
|||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
||
|
/X/
|
|||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||
|
0.17%
|
|||
|
14
|
TYPE
OF REPORTING PERSON
|
||
|
OO
|
|||
SCHEDULE
13D
CUSIP No.
886547108
|
1
|
NAME
OF REPORTING PERSON
|
||
|
Trian
Partners Parallel Fund II, L.P.
|
|||
|
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 87-0763105
|
|||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
/X/
(b)
/ /
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
|
||
|
WC
|
|||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
|
/ /
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
||
|
Delaware
|
|||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7 SOLE
VOTING POWER
|
||
|
0
|
|||
|
8 SHARED
VOTING POWER
|
|||
|
47,637
|
|||
|
9 SOLE
DISPOSITIVE POWER
|
|||
|
0
|
|||
|
10 SHARED
DISPOSITIVE POWER
|
|||
|
47,637
|
|||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||
|
47,637
|
|||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
||
|
/X/
|
|||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||
|
0.04%
|
|||
|
14
|
TYPE
OF REPORTING PERSON
|
||
|
PN
|
|||
SCHEDULE
13D
CUSIP No.
886547108
|
1
|
NAME
OF REPORTING PERSON
|
||
|
Trian
Partners Parallel Fund II GP, L.P.
|
|||
|
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 87-0763102
|
|||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
/X/
(b)
/ /
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
|
||
|
AF
|
|||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
|
/ /
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
||
|
Delaware
|
|||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7 SOLE
VOTING POWER
|
||
|
0
|
|||
|
8 SHARED
VOTING POWER
|
|||
|
47,637
|
|||
|
9 SOLE
DISPOSITIVE POWER
|
|||
|
0
|
|||
|
10 SHARED
DISPOSITIVE POWER
|
|||
|
47,637
|
|||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||
|
47,637
|
|||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
||
|
/X/
|
|||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||
|
0.04%
|
|||
|
14
|
TYPE
OF REPORTING PERSON
|
||
|
PN
|
|||
SCHEDULE
13D
CUSIP No.
886547108
|
1
|
NAME
OF REPORTING PERSON
|
||
|
Trian
Partners Parallel Fund II General Partner, LLC
|
|||
|
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 87-0763099
|
|||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
/X/
(b)
/ /
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
|
||
|
AF
|
|||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
|
/ /
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
||
|
Delaware
|
|||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7 SOLE
VOTING POWER
|
||
|
0
|
|||
|
8 SHARED
VOTING POWER
|
|||
|
47,637
|
|||
|
9 SOLE
DISPOSITIVE POWER
|
|||
|
0
|
|||
|
10 SHARED
DISPOSITIVE POWER
|
|||
|
47,637
|
|||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||
|
47,637
|
|||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
||
|
/X/
|
|||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||
|
0.04%
|
|||
|
14
|
TYPE
OF REPORTING PERSON
|
||
|
OO
|
|||
SCHEDULE
13D
CUSIP No.
886547108
|
1
|
NAME
OF REPORTING PERSON
|
||
|
Nelson
Peltz
|
|||
|
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
|
|||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
/X/
(b)
/ /
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
|
||
|
AF
|
|||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
|
/ /
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
||
|
USA
|
|||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7 SOLE
VOTING POWER
|
||
|
0
|
|||
|
8 SHARED
VOTING POWER
|
|||
|
10,718,600
|
|||
|
9 SOLE
DISPOSITIVE POWER
|
|||
|
0
|
|||
|
10 SHARED
DISPOSITIVE POWER
|
|||
|
10,718,600
|
|||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||
|
10,718,600
|
|||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
||
|
/ /
|
|||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||
|
8.50%
|
|||
|
14
|
TYPE
OF REPORTING PERSON
|
||
|
IN
|
|||
SCHEDULE
13D
CUSIP No.
886547108
|
1
|
NAME
OF REPORTING PERSON
|
||
|
Peter
W. May
|
|||
|
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
|
|||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
/X/
(b)
/ /
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
|
||
|
AF
|
|||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
|
/ /
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
||
|
USA
|
|||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7 SOLE
VOTING POWER
|
||
|
0
|
|||
|
8 SHARED
VOTING POWER
|
|||
|
10,718,600
|
|||
|
9 SOLE
DISPOSITIVE POWER
|
|||
|
0
|
|||
|
10 SHARED
DISPOSITIVE POWER
|
|||
|
10,718,600
|
|||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||
|
10,718,600
|
|||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
||
|
/ /
|
|||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||
|
8.50%
|
|||
|
14
|
TYPE
OF REPORTING PERSON
|
||
|
IN
|
|||
SCHEDULE
13D
CUSIP No.
886547108
|
1
|
NAME
OF REPORTING PERSON
|
||
|
Edward
P. Garden
|
|||
|
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
|
|||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
/X/
(b)
/ /
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
|
||
|
AF
|
|||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
|
/ /
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
||
|
USA
|
|||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7 SOLE
VOTING POWER
|
||
|
0
|
|||
|
8 SHARED
VOTING POWER
|
|||
|
10,718,600
|
|||
|
9 SOLE
DISPOSITIVE POWER
|
|||
|
0
|
|||
|
10 SHARED
DISPOSITIVE POWER
|
|||
|
10,718,600
|
|||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||
|
10,718,600
|
|||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
||
|
/ /
|
|||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||
|
8.50%
|
|||
|
14
|
TYPE
OF REPORTING PERSON
|
||
|
IN
|
|||
SCHEDULE
13D
CUSIP No.
886547108
This
Amendment No. 3 relates to the Schedule 13D filed with the Securities and
Exchange Commission on February 26, 2007, as amended by Amendment No. 1 to the
Schedule 13D filed on January 16, 2008 and Amendment No. 2 to the Schedule 13D
filed on March 25, 2008, relating to the Common Stock, $.01 par value per share
(the “Shares”), of Tiffany & Co., a Delaware corporation (the
“Issuer”). The address of the principal executive offices of the
Issuer is 727 Fifth Avenue, New York, New York 10022.
Items 4
and 5 of the Schedule 13D are hereby amended and supplemented as
follows:
Item
4. Purpose of Transaction
In a
press release dated May 15, 2008, the Issuer announced that Peter W. May,
president and a founding partner of Trian Management, has been elected to the
Issuer’s Board at the Issuer’s 2008 Annual Meeting held on May 15,
2008.
Item
5. Interest in Securities of the Issuer
(a) As of
4:00 pm, New York City time, on May 15, 2008, the Filing Persons beneficially
owned, in the aggregate, 10,718,600 Shares, representing approximately 8.50% of
the Issuer’s outstanding Shares (based upon 126,087,745 Shares stated by the
Issuer to be outstanding as of March 20, 2008 in the Issuer’s Definitive Proxy
Statement filed on April 10, 2008).
SCHEDULE
13D
CUSIP No.
886547108
SIGNATURE
After
reasonable inquiry and to the best of each of the undersigned knowledge and
belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated:
May 16, 2008
|
TRIAN
PARTNERS GP, L.P.
|
|||
|
By:
|
Trian
Partners General Partner, LLC, its general
partner
|
||
|
By:
|
/s/PETER W. MAY | ||
|
Name: Peter
W. May
Title: Member
|
|
TRIAN
PARTNERS GENERAL PARTNER, LLC
|
|||
|
By:
|
/s/PETER W. MAY | ||
|
Name: Peter
W. May
Title: Member
|
|||
|
TRIAN
PARTNERS. L.P.
|
|||
|
By:
|
Trian
Partners GP, L.P., its general partner
|
||
|
By:
|
Trian
Partners General Partner, LLC, its general
partner
|
||
|
By:
|
/s/PETER W. MAY | ||
|
Name: Peter W.
May
Title: Member
|
|
TRIAN
PARTNERS MASTER FUND, L.P.
|
|||
|
By:
|
Trian
Partners GP, L.P., its general partner
|
||
|
By:
|
Trian
Partners General Partner, LLC, its general
partner
|
||
|
By:
|
/s/PETER W. MAY | ||
|
Name: Peter
W. May
Title: Member
|
SCHEDULE
13D
CUSIP No.
886547108
|
TRIAN
PARTNERS PARALLEL FUND I, L.P.
|
|||
|
By:
|
Trian
Partners Parallel Fund I General Partner, LLC, its general
partner
|
||
|
By:
|
/s/PETER W. MAY | ||
|
Name:
Peter W. May
Title: Member
|
|||
|
TRIAN
PARTNERS PARALLEL FUND I GENERAL PARTNER, LLC
|
|||
|
By:
|
/s/PETER W. MAY | ||
|
Name: Peter W.
May
Title: Member
|
|||
|
TRIAN
PARTNERS PARALLEL FUND II, L.P.
By: Trian
Partners Parallel Fund II GP, L.P. its general partner
By: Trian
Partners Parallel Fund II General Partner, LLC, its general
partner
|
|||
|
By:
|
/s/PETER W. MAY | ||
|
Name:
Peter W. May
Title: Member
|
|||
|
TRIAN
PARTNERS PARALLEL FUND II GP, L.P.
By: Trian
Partners Parallel Fund II General Partner, LLC, its general
partner
|
|||
|
By:
|
/s/PETER W. MAY | ||
|
Name:
Peter W. May
Title:
Member
|
|||
SCHEDULE
13D
CUSIP No.
886547108
|
TRIAN
PARTNERS PARALLEL FUND II GENERAL PARTNER, LLC
|
|||
|
By:
|
/s/PETER W. MAY | ||
|
Name:
Peter W. May
Title:
Member
|
|||
|
TRIAN
FUND MANAGEMENT, L.P.
|
|||
|
By: Trian
Fund Management GP, LLC, its general
partner
|
|||
|
By:
|
/s/PETER W. MAY | ||
|
Name: Peter
W. May
Title:
Member
|
|||
|
TRIAN
FUND MANAGEMENT GP, LLC
|
|||
|
By:
|
/s/PETER W. MAY | ||
|
Name: Peter W.
May
Title:
Member
|
|||
| /s/NELSON PELTZ | ||
|
NELSON
PELTZ
|
| /s/PETER W. MAY | ||
|
PETER
W. MAY
|
| /s/EDWARD P. GARDEN | ||
|
EDWARD
P. GARDEN
|
End
of Filing
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