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| CIK | 109156 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Zale Corp
SEC Filings (Chronological Order)
Denna sida innehåller en komplett, kronologisk lista över SEC-arkiveringar, exklusive ägande-arkiveringar som vi tillhandahåller på andra ställen.
| February 17, 2015 |
to Schedule 13G Joint Filing Agreement EX-99.II Exhibit II to Schedule 13G Joint Filing Agreement The undersigned persons agree and consent to the joint filing on their behalf of this Schedule 13G dated February 13, 2015 in connection with their beneficial ownership of Zale Corp. Columbia Management Investment Advisers, LLC authorizes Ameriprise Financial, Inc. to execute the Schedule 13G to which this Exhibit is attached and make any |
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| February 17, 2015 |
ZLC / Zale Corp / AMERIPRISE FINANCIAL INC - SC 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Amendment #1 Under the Securities and Exchange Act of 1934 Zale Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 988858106 (CUSIP Number) December 31, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: This Sche |
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| February 17, 2015 |
EX-99.I 2 d868220dex99i.htm EX-99.I Exhibit I to Schedule 13G Ameriprise Financial, Inc., a Delaware Corporation, is a parent holding company. The classification and identity of the relevant subsidiaries is as follows: Investment Adviser – Columbia Management Investment Advisers, LLC is an investment adviser registered under section 203 of the Investment Advisers Act of 1940. |
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| February 5, 2015 |
ZLC / Zale Corp / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment SC 13G/A 1 rrd524.htm SCHEDULE 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 6)* ZALE CORP (Name of Issuer) Common Stock (Title of Class of Securities) 988858106 (CUSIP Number) December 31, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule |
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| June 9, 2014 |
- CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-04129 ZALE CORPORATION (Exact name of registrant as specified in its cha |
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| June 6, 2014 |
ZLC / Zale Corp / Z Investment Holdings, LLC - SC 13D/A Activist Investment SC 13D/A 1 d738785dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 6)* Zale Corporation (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 988858106 |
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| June 4, 2014 |
- POST-EFFECTIVE AMENDMENT NO. 1 As filed with the Securities and Exchange Commission on June 4, 2014 Registration Statement No. |
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| June 4, 2014 |
As filed with the Securities and Exchange Commission on June 4, 2014 As filed with the Securities and Exchange Commission on June 4, 2014 Registration Statement No. |
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| June 4, 2014 |
- POST-EFFECTIVE AMENDMENT NO. 1 As filed with the Securities and Exchange Commission on June 4, 2014 Registration Statement No. |
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| June 4, 2014 |
- POST-EFFECTIVE AMENDMENT NO. 2 As filed with the Securities and Exchange Commission on June 4, 2014 Registration Statement No. |
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| June 4, 2014 |
- POST-EFFECTIVE AMENDMENT NO. 1 As filed with the Securities and Exchange Commission on June 4, 2014 Registration Statement No. |
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| June 4, 2014 |
- POST-EFFECTIVE AMENDMENT NO. 1 As filed with the Securities and Exchange Commission on June 4, 2014 Registration Statement No. |
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| June 4, 2014 |
- POST-EFFECTIVE AMENDMENT NO. 1 As filed with the Securities and Exchange Commission on June 4, 2014 Registration Statement No. |
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| June 4, 2014 |
- POST-EFFECTIVE AMENDMENT NO. 1 As filed with the Securities and Exchange Commission on June 4, 2014 Registration Statement File No. |
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| June 4, 2014 |
As filed with the Securities and Exchange Commission on June 4, 2014 As filed with the Securities and Exchange Commission on June 4, 2014 Registration Statement No. |
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| June 4, 2014 |
- POST-EFFECTIVE AMENDMENT NO. 1 As filed with the Securities and Exchange Commission on June 4, 2014 Registration Statement No. |
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| June 4, 2014 |
- POST-EFFECTIVE AMENDMENT NO. 1 POS AM 1 pos-am.htm POST-EFFECTIVE AMENDMENT NO. 1 As filed with the Securities and Exchange Commission on June 4, 2014 Registration Statement File No. 333-05131 Registration Statement File No. 333-191538 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Post-Effective Amendment No. 1 to Form S-3 Registration Statement No. 333-05131 Post-Effective Amendment No. 1 to Form S-3 |
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| June 4, 2014 |
As filed with the Securities and Exchange Commission on June 4, 2014 As filed with the Securities and Exchange Commission on June 4, 2014 Registration Statement No. |
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| June 2, 2014 |
- SPECIALIZED DISCLOSURE REPORT SD 1 a14-144361sd.htm SPECIALIZED DISCLOSURE REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report ZALE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-04129 75-0675400 (State or other jurisdiction of incorporation or oganization) (Commission File Number) (IRS Employer Identification Number) 901 W. Walnu |
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| June 2, 2014 |
ZLC / Zale Corp / Merion Investment Management LP - ZALE CORP Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Zale Corporation (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 988858106 (CUSIP Number) May 22, 2014 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursuant to which this Schedule |
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| May 30, 2014 |
Quarterly Report - FORM 10-Q APRIL 30, 2014 10-Q 1 a2220309z10-q.htm FORM 10-Q APRIL 30, 2014 Use these links to rapidly review the document ZALE CORPORATION AND SUBSIDIARIES TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2014 Commission File N |
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| May 30, 2014 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on June 10, 2014, pursuant to the provisions of Rule 12d2-2 (a). |
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| May 30, 2014 |
8-K 1 form8-k.htm CURRENT REPORT 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): May 30, 2014 (May 29, 2014) Zale Corporation (Exact name of registrant as specified in its charter) Delaware 001-04129 75-0675400 (State or other juri |
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| May 30, 2014 |
BY-LAWS ZALE CORPORATION (a Delaware corporation) ARTICLE I Exhibit 3.2 BY-LAWS OF ZALE CORPORATION (a Delaware corporation) ARTICLE I Stockholders SECTION 1. Annual Meetings. The annual meeting of stockholders for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held each year at such date and time, within or outside the State of Delaware, as the Board of Directors shall determine. S |
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| May 30, 2014 |
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION ZALE CORPORATION Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ZALE CORPORATION FIRST: The name of the Corporation is Zale Corporation. SECOND: The address of the registered office of the Corporation in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, DE 19808, County of New Castle. The name of its registered agent for service of process in the |
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| May 29, 2014 |
Submission of Matters to a Vote of Security Holders 8-K 1 form8k.htm CURRENT REPORT 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): May 29, 2014 Zale Corporation (Exact name of registrant as specified in its charter) Delaware 001-04129 75-0675400 (State or other jurisdiction of inco |
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| May 27, 2014 |
DFAN14A 1 dfan14a0957100705272014.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant o Filed by a Party other than the Registrant x Check the appropriate box: o |
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| May 27, 2014 |
Financial Statements and Exhibits, Other Events 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): May 27, 2014 (May 23, 2014) Zale Corporation (Exact name of registrant as specified in its charter) Delaware 001-04129 75-0675400 (State or other jurisdiction of incorporation) (Commi |
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| May 27, 2014 |
Exhibit 99.2 Zale Responds to Glass Lewis Report That Contains Many Erroneous Conclusions Zale Urges Stockholders to Vote “FOR” the Signet Transaction that Provides Zale Stockholders with Compelling Value DALLAS – May 27, 2014 – Zale Corporation (“Zale”) (NYSE: ZLC) today responded to a report issued by Glass, Lewis & Co. (“Glass Lewis”) regarding Zale’s proposed acquisition by Signet Jewelers Lim |
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| May 27, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ý Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy State |
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| May 27, 2014 |
EX-99.1 2 ex99-1.htm PRESS RELEASE, DATED MAY 27, 2014 Exhibit 99.1 Egan-Jones, A Leading Proxy Advisory Firm, Joins Institutional Shareholder Services (“ISS”) In Recommending Zale Corporation Stockholders Vote “FOR” Proposed Transaction With Signet Jewelers Zale Urges Stockholders to Vote “FOR” the Signet Transaction that Provides Zale Stockholders with Compelling Value DALLAS – May 27, 2014 – Za |
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| May 23, 2014 |
DFAN14A 1 dfan14a09571007c05232014.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant o Filed by a Party other than the Registrant x Check the appropriate box: |
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| May 23, 2014 |
- EXHIBIT 1: INVESTOR PRESENTATION, DATED MAY 23, 2014 begin 644 ex1dfan14a0957100705232014.pdf M)5!$1BTQ+C4-)>+CS],-"C4V(#`@;V)J#3P\+TQI;F5A7!E+UA2968O5ULQ(#(@,5T^/G-T(#XCVS-13C<4'FO*/=C&87'B.^L&H-C$=TF7Q`ZR2X+%3KGOT&V: M4#CE2/6,+0T<'0T,YA4='1T,[$"24;P"R`\'\1L$RR'\#@86(`LH@&$KT$8Q M!L88!2#-#G8A"(0R\#/$\&8(7ECTCTNJ.>*"<(K.5:\4-FK!`8&8S9O!D96 M#8B'%!B8%/R!-",0=P&Q,@.3O@J$SR@*$&``ZJH/PT*96YD%LP(#`@-C$R(#7!E+T]B:E-T;3X^Z2AI?#)\[JN9N.\F;+K MLR&;Y(-;;<[99> |
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| May 23, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant o Filed by a Party other than the Registrant x Check the appropriate box: o Preliminary Proxy Statement ¨ Confidential, for Use of |
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| May 23, 2014 |
DFAN14A 1 dfan14a0957100705232014.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant o Filed by a Party other than the Registrant x Check the appropriate box: o |
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| May 23, 2014 |
ZLC / Zale Corp / GAMCO INVESTORS, INC. ET AL Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) Zale Corporation (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 988858106 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone Number of Per |
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| May 23, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant o Filed by a Party other than the Registrant x Check the appropriate box: o Preliminary Proxy Statement ¨ Confide |
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| May 23, 2014 |
DEFA14A 1 defa14a.htm SCHEDULE 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ý Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for use of the Commission only (as permitted by Rule 14 |
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| May 23, 2014 |
O L S H A N PARK AVENUE TOWER ? 65 EAST 55TH STREET ? NEW YORK, NEW YORK 10022 TELEPHONE: 212. |
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| May 22, 2014 |
Exhibit 99.1 FOR IMMEDIATE RELEASE LEADING PROXY ADVISORY FIRM ISS RECOMMENDS ZALE CORPORATION STOCKHOLDERS VOTE “FOR” PROPOSED TRANSACTION WITH SIGNET JEWELERS Zale Urges Stockholders to Vote FOR the Signet Transaction that Provides Zale Stockholders with Compelling Value DALLAS, Texas – May 22, 2014 – Zale Corporation (“Zale” or the “Company”) (NYSE: ZLC) today announced that Institutional Share |
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| May 22, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ý Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy State |
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| May 22, 2014 |
CORRESP 1 filename1.htm May 22, 2014 Securities and Exchange Commission Division of Corporation Finance Office of Mergers and Acquisitions 100 F Street, N.E. Washington, D.C. 20549 Attention: Daniel F. Duchovny Re: Zale Corporation Definitive Proxy Statement on Schedule 14A Filed May 1, 2014 File No. 001-04129 Definitive Additional Soliciting Materials Filed May 13, 2014 File No. 001-04129 Dear Mr |
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| May 22, 2014 |
DEFA14A 1 defa14a.htm SCHEDULE 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ý Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for use of the Commission only (as permitted by Rule 14 |
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| May 22, 2014 |
Financial Statements and Exhibits, Other Events 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): May 22, 2014 Zale Corporation (Exact name of registrant as specified in its charter) Delaware 001-04129 75-0675400 (State or other jurisdiction of incorporation) (Commission File Numb |
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| May 22, 2014 |
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): May 22, 2014 Zale Corporation (Exact name of registrant as specified in its charter) Delaware 001-04129 75-0675400 (State or other jurisdiction of incorporation) (Commission File Numb |
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| May 20, 2014 |
DEFA14A 1 defa14a.htm SCHEDULE 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for use of the Commission only (as permitted by Rule 1 |
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| May 20, 2014 |
- EXHIBIT 1 - INVESTOR PRESENTATION begin 644 ex1dfan14a0957100705202014.pdf M)5!$1BTQ+C4-)>+CS],-"C$X-R`P(&]B:@T\/"],:6YE87)I>F5D(#$O3"`S M,3`T-3DO3R`Q.#DO12`T-S(P-"].(#,V+U0@,S`Y.#8U+T@@6R`T-C@@-3DQ M73X^#65N9&]B:@T@("`@("`@("`@("`@#0HQ.34@,"!O8FH-/#PO1&5C;V1E M4&%R;7,\/"]#;VQU;6YS(#0O4')E9&EC=&]R(#$R/CXO1FEL=&5R+T9L871E M1&5C;V1E+TE$6SPQ.#@Q044T,T(S.$5"-S,T,4-#0T5"-T)!,D1$-3`W.#X\ M0D8V,3(V0D$V-3(Y1D$T04)%1C)%0T,R,#9#0T(S,S0^72]) |
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| May 20, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant o Filed by a Party other than the Registrant x Check the appropriate box: o Preliminary Proxy Statement ¨ Confide |
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| May 20, 2014 |
Financial Statements and Exhibits, Other Events 8-K 1 form8k.htm CURRENT REPORT 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): May 20, 2014 Zale Corporation (Exact name of registrant as specified in its charter) Delaware 001-04129 75-0675400 (State or other jurisdiction of inco |
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| May 20, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant o Filed by a Party other than the Registrant x Check the appropriate box: o Preliminary Proxy Statement ¨ Confide |
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| May 20, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Dated May 20, 2014 of ZALE CORPORATION A Delaware Corporation IRS Employer Identification No. 75-0675400 SEC File Number 001-04129 901 West Walnut Hill Lane Irving, Texas 75038 (972) 580-4000 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the regi |
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| May 20, 2014 |
Zale Corporation Reports Third Quarter Fiscal 2014 Results Exhibit 99.1 Zale Corporation Reports Third Quarter Fiscal 2014 Results Comparable store sales up 1.9 percent at constant exchange rates; up 0.6 percent on a U.S. dollar reported basis Operating margin up 100 basis points; up 240 basis points when excluding $5.9 million of transaction costs relating to the proposed merger May month-to-date performance reflects negative comparable store sales of 2. |
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| May 20, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant o Filed by a Party other than the Registrant x Check the appropriate box: x Preliminary Proxy Statement ¨ Confid |
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| May 20, 2014 |
Zale Commentary on Third Quarter Fiscal Year 2014 Earnings Deck EX-99.3 4 a50869434ex99-3.htm EXHIBIT 99.3 Exhibit 99.3 Zale Commentary on Third Quarter Fiscal Year 2014 Earnings Deck Slide 3 – Q3 Fiscal Year 2014 Financial Highlights Revenues for the third quarter were $431 million compared to $443 million for the same quarter in the prior year. The $12 million decline was primarily due to the impact from the net decrease of 78 retail locations versus prior y |
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| May 20, 2014 |
O L S H A N PARK AVENUE TOWER ? 65 EAST 55TH STREET ? NEW YORK, NEW YORK 10022 TELEPHONE: 212. |
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| May 20, 2014 |
ZALE CORPORATION SETS THE RECORD STRAIGHT REGARDING THE SIGNET TRANSACTION Exhibit 99.1 ZALE CORPORATION SETS THE RECORD STRAIGHT REGARDING THE SIGNET TRANSACTION DALLAS—May 20, 2014—Zale Corporation (“Zale” or the “Company”) (NYSE: ZLC) today sent the following letter to TIG Advisors, LLC (“TIG”) responding to the numerous inaccuracies and misrepresentations put forth by TIG with respect to the proposed transaction with Signet Jewelers Limited (“Signet”), under which Za |
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| May 20, 2014 |
Exhibit 99.2 Slide: 1 Title: Third Quarter Fiscal Year 2014 Earnings May 20, 2014 Other Placeholder: 1 Slide: 2 Title: Forward-Looking Statements and Use of Non-GAAP Financial Measures Body: This presentation contains forward-looking statements, including statements regarding future sales, expected operating performance, expenses, margins, profitability, earnings, interest expense, effective tax r |
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| May 16, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant o Filed by a Party other than the Registrant x Check the appropriate box: o Preliminary Proxy Statement ¨ Confide |
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| May 16, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant o Filed by a Party other than the Registrant x Check the appropriate box: o Preliminary Proxy Statement ¨ Confide |
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| May 16, 2014 |
begin 644 ex991dfan14a09571007051614.pdf M)5!$1BTQ+C4-)>+CS],-"C0S(#`@;V)J#3P\+TQI;F5A#60*'@.)#1G,S`Q,NP"J6-@)(;X MS[CD!T"``0#Q')E9@T*,`T* M)25%3T8-"B`@("`@("`-"C8R(#`@;V)J#3P\+T9I;'1E8F!@ M8&9@8%(&D6P\#((,""#(P`*&'`T,#`V!0"*#0>B!S`V6'-9Y43-7;F!@8#Q9 M81*]<$Z%Z2[)X\T@!H+G%KV`HZ-!L+RCHX$!2#"P5T`88"$0KZ,!S4B@A<(, MC%9<0)H=B'G!3@ACX&>(XF41G+'H5=;N)Q$7Q#+5CC'KI!Q@8-!5`"N09&`L M60:D&8&X"XAE&!B;VR!\1C&` |
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| May 15, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy State |
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| May 15, 2014 |
DFAN14A 1 dfan14a0957100705152014.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant o Filed by a Party other than the Registrant x Check the appropriate box: o |
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| May 15, 2014 |
ZLC / Zale Corp / GAMCO INVESTORS, INC. ET AL Activist Investment SC 13D/A 1 zlc01.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) Zale Corporation (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 988858106 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Te |
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| May 15, 2014 |
Financial Statements and Exhibits, Other Events - CURRENT REPORT 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): May 15, 2014 Zale Corporation (Exact name of registrant as specified in its charter) Delaware 001-04129 75-0675400 (State or other jurisdiction of incorporation) (Commission File Numb |
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| May 15, 2014 |
EX-99.1 2 ex99-1.htm PRESS RELEASE Exhibit 99.1 ZALE REITERATES COMMITMENT TO TRANSACTION WITH SIGNET JEWELERS Transaction Provides Compelling and Immediate Value to Zale Stockholders Zale Files Detailed Investor Presentation DALLAS, Texas – May 15, 2014 – Zale Corporation (“Zale” or the “Company”) (NYSE: ZLC) today reiterated its commitment to the pending merger with Signet Jewelers Limited (“Sig |
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| May 14, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant o Filed by a Party other than the Registrant x Check the appropriate box: o Preliminary Proxy Statement ¨ Confide |
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| May 14, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy State |
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| May 13, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ý Filed by a Party other than the Registrant Check the appropriate box: o Preliminary Proxy Statement o Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy State |
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| May 13, 2014 |
Zale Corporation Zale/Signet Transaction May 2014 Exhibit 99.1 Zale Corporation Zale/Signet Transaction May 2014 Forward-Looking Statements and Use of Non-GAAP Financial Measures Zale Corporation Any statements in this communication about Zale's expectations, beliefs, plans, objectives, prospects, financial condition, assumptions or future events or performance that are not historical facts, including statements regarding the proposed acquisition |
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| May 13, 2014 |
Financial Statements and Exhibits, Other Events - CURRENT REPORT 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): May 13, 2014 Zale Corporation (Exact name of registrant as specified in its charter) Delaware 001-04129 75-0675400 (State or other jurisdiction of incorporation) (Commission File Numb |
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| May 9, 2014 |
ZLC / Zale Corp / TIG Advisors, LLC - EXHIBIT 99.1 - INVESTOR PRESENTATION Activist Investment begin 644 ex991to13d0957100705092014.pdf M)5!$1BTQ+C4-)>+CS],-"C$X-R`P(&]B:@T\/"],:6YE87)I>F5D(#$O3"`S M,3`Y-C,O3R`Q.#DO12`T.#$W-"].(#,V+U0@,S$P,S%LQ.#<@ M,3==+TEN9F\@,3@V(#`@4B],96YG=&@@-3DO4')E=B`S,3`S-S0O4F]O="`Q M.#@@,"!2+U-I>F4@,C`T+U1Y<&4O6%)E9B]76S$@,B`Q73X^ M8F!@8&9@8-)D8`*2"QD$&!!`@($5"%D8.`X`.2P@D:VL[+L87S(P - M8G!E,V9R9UW-JL'&PO:+O86YF,&%5\#U1?$$!C/W6&Y!DH&XT[0+0'5G2M@ZDX&R7-'.+AN!IK3J+ |
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| May 9, 2014 |
- EXHIBIT 1 - INVESTOR PRESENTATION begin 644 ex1dfan14a0957100705092014.pdf M)5!$1BTQ+C4-)>+CS],-"C$X-R`P(&]B:@T\/"],:6YE87)I>F5D(#$O3"`S M,3`Y-C,O3R`Q.#DO12`T.#$W-"].(#,V+U0@,S$P,S%LQ.#<@ M,3==+TEN9F\@,3@V(#`@4B],96YG=&@@-3DO4')E=B`S,3`S-S0O4F]O="`Q M.#@@,"!2+U-I>F4@,C`T+U1Y<&4O6%)E9B]76S$@,B`Q73X^ M8F!@8&9@8-)D8`*2"QD$&!!`@($5"%D8.`X`.2P@D:VL[+L87S(P - M8G!E,V9R9UW-JL'&PO:+O86YF,&%5\#U1?$$!C/W6&Y!DH&XT[0+0'5G2M@ZDX&R7-'.+AN!IK3J+ |
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| May 9, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant o Filed by a Party other than the Registrant x Check the appropriate box: o Preliminary Proxy Statement ¨ Confide |
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| May 9, 2014 |
ZLC / Zale Corp / TIG Advisors, LLC - SCHEDULE 13D Activist Investment SC 13D 1 sc13d0957100705092014.htm SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. )1 Zale Corporation (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) |
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| May 9, 2014 |
JOINT FILING AND SOLICITATION AGREEMENT Exhibit 99.2 JOINT FILING AND SOLICITATION AGREEMENT WHEREAS the undersigned are stockholders, direct or beneficial, of Zale Corporation, a Delaware corporation (the “Company”); WHEREAS, TIG Advisors, LLC, a Delaware limited liability company (“TIG Advisors”), TFI Partners, LLC, a Delaware limited liability company (“TFI Partners”), TIG Arbitrage Associates Master Fund, L.P., a Cayman Islands exem |
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| May 9, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant o Filed by a Party other than the Registrant x Check the appropriate box: o Preliminary Proxy Statement ¨ Confide |
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| May 9, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant o Filed by a Party other than the Registrant x Check the appropriate box: x Preliminary Proxy Statement ¨ Confide |
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| May 1, 2014 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ý Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)) ý Defi |
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| April 17, 2014 |
Financial Statements and Exhibits, Other Events - ZALE CORPORATION 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 reported): April 17, 2014 Zale Corporation (Exact name of registrant as specified in its charter) Delaware 001-04129 75-0675400 (State or other jurisdiction of incorporation) (Commission File Nu |
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| April 17, 2014 |
Zale Sets Date of Special Stockholder Meeting to Vote on Proposed Acquisition by Signet Jewelers Exhibit 99.1 Zale Sets Date of Special Stockholder Meeting to Vote on Proposed Acquisition by Signet Jewelers DALLAS-(BUSINESS WIRE)-April 17, 2014-Zale Corporation (NYSE: ZLC) today announced it has set a date for a special meeting of its stockholders to consider and vote on the previously announced proposed acquisition of Zale by Signet Jewelers Limited (NYSE and LSE: SIG) and certain other matt |
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| April 17, 2014 |
DEFA14A 1 a50846730.htm ZALE CORPORATION 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 reported): April 17, 2014 Zale Corporation (Exact name of registrant as specified in its charter) Delaware 001-04129 75-0675400 (State or other juris |
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| April 17, 2014 |
Zale Sets Date of Special Stockholder Meeting to Vote on Proposed Acquisition by Signet Jewelers Exhibit 99.1 Zale Sets Date of Special Stockholder Meeting to Vote on Proposed Acquisition by Signet Jewelers DALLAS-(BUSINESS WIRE)-April 17, 2014-Zale Corporation (NYSE: ZLC) today announced it has set a date for a special meeting of its stockholders to consider and vote on the previously announced proposed acquisition of Zale by Signet Jewelers Limited (NYSE and LSE: SIG) and certain other matt |
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| April 7, 2014 |
Financial Statements and Exhibits, Other Events 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): April 7, 2014 Zale Corporation (Exact name of registrant as specified in its charter) Delaware 001-04129 75-0675400 (State or other jurisdiction of incorporation) (Commission File Num |
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| April 7, 2014 |
DEFA14A 1 form8k.htm CURRENT REPORT 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): April 7, 2014 Zale Corporation (Exact name of registrant as specified in its charter) Delaware 001-04129 75-0675400 (State or other jurisdiction of |
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| April 7, 2014 |
Exhibit 99.1 Update on Merger with Signet Jewelers On February 19, 2014 we announced that we had entered into a definitive merger agreement with Signet Jewelers. I am pleased to inform you that we have achieved an important milestone toward the closing of the transaction – expiration of the waiting period under applicable antitrust laws. Satisfaction of this closing condition was announced in a pr |
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| April 7, 2014 |
SIGNET JEWELERS LIMITED AND ZALE CORPORATION ANNOUNCE EXPIRATION OF HSR ACT WAITING PERIOD EX-99.1 2 ex99-1.htm PRESS RELEASE Exhibit 99.1 SIGNET JEWELERS LIMITED AND ZALE CORPORATION ANNOUNCE EXPIRATION OF HSR ACT WAITING PERIOD HAMILTON, Bermuda, and DALLAS, Texas, April 7, 2014 – Signet Jewelers Limited (“Signet”, NYSE and LSE: SIG) and Zale Corporation (“Zale”, NYSE: ZLC) today announced the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1 |
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| April 7, 2014 |
Exhibit 99.1 Update on Merger with Signet Jewelers On February 19, 2014 we announced that we had entered into a definitive merger agreement with Signet Jewelers. I am pleased to inform you that we have achieved an important milestone toward the closing of the transaction – expiration of the waiting period under applicable antitrust laws. Satisfaction of this closing condition was announced in a pr |
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| April 7, 2014 |
Financial Statements and Exhibits, Other Events 8-K 1 form8k.htm CURRENT REPORT 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): April 7, 2014 Zale Corporation (Exact name of registrant as specified in its charter) Delaware 001-04129 75-0675400 (State or other jurisdiction of inc |
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| April 7, 2014 |
SIGNET JEWELERS LIMITED AND ZALE CORPORATION ANNOUNCE EXPIRATION OF HSR ACT WAITING PERIOD Exhibit 99.1 SIGNET JEWELERS LIMITED AND ZALE CORPORATION ANNOUNCE EXPIRATION OF HSR ACT WAITING PERIOD HAMILTON, Bermuda, and DALLAS, Texas, April 7, 2014 – Signet Jewelers Limited (“Signet”, NYSE and LSE: SIG) and Zale Corporation (“Zale”, NYSE: ZLC) today announced the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act waiti |
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| April 7, 2014 |
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): April 7, 2014 Zale Corporation (Exact name of registrant as specified in its charter) Delaware 001-04129 75-0675400 (State or other jurisdiction of incorporation) (Commission File Num |
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| April 4, 2014 |
PREM14A 1 a2218948zprem14a.htm PREM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ý Filed by a Party other than the Registrant o Check the appropriate box: ý Preliminary Proxy Statement o Confidential, for use of the Commission only (a |
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| March 21, 2014 |
Unregistered Sales of Equity Securities SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Dated March 18, 2014 of ZALE CORPORATION A Delaware Corporation IRS Employer Identification No. 75-0675400 SEC File Number 001-04129 901 West Walnut Hill Lane Irving, Texas 75038 (972) 580-4000 [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant t |
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| March 20, 2014 |
ZLC / Zale Corp / Z Investment Holdings, LLC - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240. |
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| March 7, 2014 |
FIRST AMENDMENT TO PRIVATE LABEL CREDIT CARD PROGRAM AGREEMENT Exhibit 10.1 Execution Copy FIRST AMENDMENT TO PRIVATE LABEL CREDIT CARD PROGRAM AGREEMENT This First Amendment to the Private Label Credit Card Program Agreement (“Amendment”) is entered into as of the 14th day of November, 2013 (“Effective Date”) by and between Zale Delaware, Inc. (“Zale Delaware”), a Delaware corporation with its principal office at 901 W. Walnut Hill Lane, Irving, TX 75038-100 |
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| March 7, 2014 |
EX-10.4 3 a2218598zex-104.htm EXECUTIVE SEVERANCE PLAN Exhibit 10.4 EXECUTION COPY THE EXECUTIVE SEVERANCE PLAN FOR ZALE CORPORATION AND ITS AFFILIATES As Amended and Restated Effective September 25, 2013 TABLE OF CONTENTS THE EXECUTIVE SEVERANCE PLAN FOR ZALE CORPORATION AND ITS AFFILIATES Page ARTICLE I PREAMBLE AND PURPOSE 1 1.1 Preamble 1 1.2 Purpose 1 ARTICLE II DEFINITIONS AND CONSTRUCTION 2 |
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| March 7, 2014 |
Quarterly Report - FORM 10-Q JANUARY 31, 2014 Use these links to rapidly review the document ZALE CORPORATION AND SUBSIDIARIES TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| February 27, 2014 |
Exhibit 99.2 Second Quarter Fiscal Year 2014 Earnings Call February 27, 2014 1 Forward-Looking Statements and Use of Non-GAAP Financial Measures This presentation contains forward-looking statements, including statements regarding future sales, expected operating performance, expenses, margins, profitability, earnings, interest expense, effective tax rate, merchandising and marketing initiatives a |
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| February 27, 2014 |
Zale Corporation Reports Second Quarter Fiscal 2014 Results EX-99.1 2 a50813169ex991.htm EXHIBIT 99.1 Exhibit 99.1 Zale Corporation Reports Second Quarter Fiscal 2014 Results Zales branded stores up 3.9 percent; Peoples branded stores up 2.7 percent at constant exchange rates Overall comparable store sales up 1.9 percent at constant exchange rates Gross margin up 240 basis points Operating margin up 150 basis points Net earnings up $10 million; diluted ear |
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| February 27, 2014 |
Zale Corporation Reports Second Quarter Fiscal 2014 Results Exhibit 99.1 Zale Corporation Reports Second Quarter Fiscal 2014 Results Zales branded stores up 3.9 percent; Peoples branded stores up 2.7 percent at constant exchange rates Overall comparable store sales up 1.9 percent at constant exchange rates Gross margin up 240 basis points Operating margin up 150 basis points Net earnings up $10 million; diluted earnings per share up $0.11 to $1.13 Definiti |
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| February 27, 2014 |
Exhibit 99.2 Second Quarter Fiscal Year 2014 Earnings Call February 27, 2014 1 Forward-Looking Statements and Use of Non-GAAP Financial Measures This presentation contains forward-looking statements, including statements regarding future sales, expected operating performance, expenses, margins, profitability, earnings, interest expense, effective tax rate, merchandising and marketing initiatives a |
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| February 27, 2014 |
ZLC / Zale Corp / GAMCO INVESTORS, INC. ET AL Activist Investment SC 13D 1 zlc00.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Zale Corporation (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 988858106 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone Number of Pe |
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| February 27, 2014 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Dated February 27, 2014 of ZALE CORPORATION A Delaware Corporation IRS Employer Identification No. 75-0675400 SEC File Number 001-04129 901 West Walnut Hill Lane Irving, Texas 75038 (972) 580-4000 ⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ⊠ Soliciting material pursuant to |
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| February 27, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Dated February 27, 2014 of ZALE CORPORATION A Delaware Corporation IRS Employer Identification No. 75-0675400 SEC File Number 001-04129 901 West Walnut Hill Lane Irving, Texas 75038 (972) 580-4000 ⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ⊠ Soliciting material pursuant to |
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| February 25, 2014 |
ZLC / Zale Corp / Z Investment Holdings, LLC - SC 13D/A Activist Investment SC 13D/A 1 d680513dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 4)* Zale Corporation (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 988858106 |
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| February 19, 2014 |
Exhibit 99.1 SIGNET JEWELERS LIMITED AND ZALE CORPORATION ANNOUNCE DEFINITIVE AGREEMENT FOR SIGNET TO ACQUIRE ZALE CORPORATION Transaction brings together two of today’s leading jewelry retailers with six of the most recognizable brands across three countries Combined sales of $6.2 billion and enhanced operating capabilities expected to generate approximately $100 million in annual synergies withi |
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| February 19, 2014 |
Exhibit 2.1 EXECUTION COPY AGREEMENT AND PLAN OF MERGER Dated as of February 19, 2014 among SIGNET JEWELERS LIMITED, CARAT MERGER SUB, INC. and ZALE CORPORATION TABLE OF CONTENTS Page ARTICLE I The Merger 4 Section 1.1. The Merger 4 Section 1.2. Closing 4 Section 1.3. Effective Time 5 Section 1.4. Effects of the Merger 5 Section 1.5. Certificate of Incorporation and Bylaws of the Surviving Corpora |
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| February 19, 2014 |
Exhibit 99.2 Key Messages and Talking Points · This morning, the Board of Directors of Zale Corporation and the Board of Directors of Signet Jewelers announced that they have entered into a definitive merger agreement. · The transaction is subject to customary closing conditions including the approval of our shareholders and certain regulatory approvals. The transaction is expected to close before |
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| February 19, 2014 |
Financial Statements and Exhibits, Other Events 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): February 19, 2014 Zale Corporation (Exact name of registrant as specified in its charter) Delaware 001-04129 75-0675400 (State or other jurisdiction of incorporation) (Commission File |
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| February 19, 2014 |
Letter from Theo Killion to Employees: Exhibit 99.3 Letter from Theo Killion to Employees: The Board of Directors of Zale Corporation and the Board of Directors of Signet Jewelers announced today that they have entered into a definitive merger agreement. The transaction is subject to customary closing conditions including the approval of our shareholders and government approval. The press release containing this announcement is attache |
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| February 19, 2014 |
Exhibit 10.1 VOTING AND SUPPORT AGREEMENT This VOTING AND SUPPORT AGREEMENT (this “Agreement”) dated as of February 19, 2014, is entered into among Signet Jewelers Limited, a Bermuda corporation (“Parent”), Zale Corporation, a Delaware corporation (the “Company”), and Z Investment Holdings, LLC, a Delaware limited liability company and the warrantholder of the Company (the “Securityholder”). WHERE |
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| February 13, 2014 |
to Schedule 13G Joint Filing Agreement Exhibit II to Schedule 13G Joint Filing Agreement The undersigned persons agree and consent to the joint filing on their behalf of this Schedule 13G dated February 12, 2014 in connection with their beneficial ownership of Zale Corp. |
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| February 13, 2014 |
ZLC / Zale Corp / Portolan Capital Management, LLC - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d –1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d–2. (Amendment No. )* Zale Corporation (Name of Issuer) Common (Title of Class of Securities) 988858106 (CUSIP Number) December 31, 2013 (Date of Event Which Requires Filing of |
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| February 13, 2014 |
EX-99.I Exhibit I to Schedule 13G Ameriprise Financial, Inc., a Delaware Corporation, is a parent holding company. The classification and identity of the relevant subsidiaries is as follows: Investment Adviser – Columbia Management Investment Advisers, LLC is an investment adviser registered under section 203 of the Investment Advisers Act of 1940. |
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| February 13, 2014 |
ZLC / Zale Corp / AMERIPRISE FINANCIAL INC - SC 13G Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities and Exchange Act of 1934 Zale Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 988858106 (CUSIP Number) December 31, 2013 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: This Schedule is filed |
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| February 10, 2014 |
ZLC / Zale Corp / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment SC 13G/A 1 rrd334.htm SCHEDULE 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5)* ZALE CORP (Name of Issuer) Common Stock (Title of Class of Securities) 988858106 (CUSIP Number) December 31, 2013 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule |
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| January 10, 2014 |
Exhibit 99.1 Zale Corporation Announces Holiday Results Solid comp performance in core Zales and Peoples brands with overall significant gross margin improvement Zales branded stores up 4.4 percent; Peoples branded stores up 2.0 percent at constant exchange rates Overall comparable store sales up 2.0 percent at constant exchange rates Second quarter gross margin expected to be approximately 200 ba |
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| January 10, 2014 |
ZALE CORPORATION THE DIAMOND STORE Holiday Season Fiscal Year 2014 Results January 10, 2014 1 Exhibit 99.2 ZALE CORPORATION THE DIAMOND STORE Holiday Season Fiscal Year 2014 Results January 10, 2014 1 Forward-Looking Statements This presentation contains forward-looking statements, including statements regarding future sales, expected operating performance, expenses, margins, profitability, earnings, interest expense, effective tax rate, merchandising and marketing initiatives and industry |
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| January 10, 2014 |
Regulation FD Disclosure, Financial Statements and Exhibits SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Dated January 10, 2014 of ZALE CORPORATION A Delaware Corporation IRS Employer Identification No. 75-0675400 SEC File Number 001-04129 901 West Walnut Hill Lane Irving, Texas 75038 (972) 580-4000 ⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ⃞ Soliciting material pursuant to |
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| December 10, 2013 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Dated December 5, 2013 of ZALE CORPORATION A Delaware Corporation IRS Employer Identification No. 75-0675400 SEC File Number 001-04129 901 West Walnut Hill Lane Irving, Texas 75038 (972) 580-4000 o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to |
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| December 6, 2013 |
Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| November 26, 2013 |
Slide: 1 Title: First Quarter Fiscal Year 2014 Earnings Call November 26, 2013 Other Placeholder: 1 Exhibit 99.2 Slide: 1 Title: First Quarter Fiscal Year 2014 Earnings Call November 26, 2013 Other Placeholder: 1 Slide: 2 Title: Forward-Looking Statements and Use of Non-GAAP Financial Measures Body: This presentation contains forward-looking statements, including statements regarding future sales, expected operating performance, expenses, margins, profitability, earnings, interest expense, effec |
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| November 26, 2013 |
Exhibit 99.1 Zale Corporation Reports First Quarter Fiscal 2014 Results Twelve consecutive quarters of positive comparable store sales Comparable store sales up 4.4 percent; up 5.4 percent at constant exchange rates Zales branded stores up 7.5 percent; Peoples branded stores up 8.4 percent at constant exchange rates Operating margin up 30 basis points Loss per share improved $0.05 DALLAS-(BUSINESS |
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| November 26, 2013 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Dated November 26, 2013 of ZALE CORPORATION A Delaware Corporation IRS Employer Identification No. 75-0675400 SEC File Number 001-04129 901 West Walnut Hill Lane Irving, Texas 75038 (972) 580-4000 ⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ⃞ Soliciting material pursuant to |
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| October 29, 2013 |
ZALE CORPORATION 901 West Walnut Hill Lane Irving, Texas 75038-1003 October 29, 2013 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| October 24, 2013 |
Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents As filed with the Securities and Exchange Commission on October 24, 2013 Registration No. |
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| October 24, 2013 |
Zale Corporation 901 West Walnut Hill Lane Irving, Texas 75038-1003 October 24, 2013 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| October 17, 2013 |
Use these links to rapidly review the document TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| October 2, 2013 |
Exhibit 4.1 PAR VALUE $.01 COMMON STOCK CUSIP 988858 10 6 SEE REVERSE FOR CERTAIN DEFINITIONS INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE COUNTERSIGNED AND REGISTERED: WELLS FARGO BANK, N.A. TRANSFER AGENT AND REGISTRAR BY AUTHORIZED SIGNATURE NUMBER SHARES This certifies that is the owner of AMERICAN FINANCIAL PRINTING, INC. • MINNEAPOLIS THIS CERTIFICATE IS TRANSFERABLE IN THE CITY OF S |
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| October 2, 2013 |
Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents As filed with the Securities and Exchange Commission on October 2, 2013 Registration No. |
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| October 2, 2013 |
- DEFINITIVE ADDITIONAL PROXY SOLICITING MATERIALS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin |
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| October 2, 2013 |
Use these links to rapidly review the document TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| October 2, 2013 |
Other Events - CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Dated October 2, 2013 of ZALE CORPORATION A Delaware Corporation IRS Employer Identification No. 75-0675400 SEC File Number 001-04129 901 West Walnut Hill Lane Irving, Texas 75038 (972) 580-4000 o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to R |
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| September 27, 2013 |
ZALE CORPORATION COMPENSATION COMMITTEE CHARTER (As of December 2012) Exhibit 99.2 ZALE CORPORATION COMPENSATION COMMITTEE CHARTER (As of December 2012) Purposes The primary purposes of the Compensation Committee are to (1) oversee the compensation of the Company?s officers, (2) approve the Company?s policies, programs, procedures and objectives for compensating its officers and key employees, and (3) administer the Company?s equity-based incentive compensation plan |
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| September 27, 2013 |
ZALE CORPORATION AUDIT COMMITTEE CHARTER (As of September 2010) Exhibit 99.1 ZALE CORPORATION AUDIT COMMITTEE CHARTER (As of September 2010) Purposes The primary purposes of the Audit Committee are to assist the Board in its oversight of (1) the integrity of the Company?s financial statements, (2) the Company?s compliance with legal and regulatory requirements, (3) the independent auditor?s qualifications and independence and (4) the performance of the Company |
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| September 27, 2013 |
ZALE CORPORATION NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER (As of December 2011) Exhibit 99.3 ZALE CORPORATION NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER (As of December 2011) Purposes The primary purposes of the Nominating and Corporate Governance Committee are to ensure that (1) the Company?s Board consists primarily of qualified independent directors and (2) the Company and its Board follow the best possible corporate governance practices. Its responsibilities in |
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| September 27, 2013 |
BASE SALARY AND TARGET BONUS FOR THE NAMED EXECUTIVE OFFICERS Exhibit 10.11 BASE SALARY AND TARGET BONUS FOR THE NAMED EXECUTIVE OFFICERS The following table sets forth the current annual base salaries and target bonuses of the Chief Executive Officer and the other named executive officers of Zale Corporation (the “Company”). Name Base Salary Target Bonus % Theo Killion Chief Executive Officer $ 975,000 100 % Thomas A. Haubenstricker Senior Vice President an |
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| September 27, 2013 |
Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| September 27, 2013 |
Exhibit 10.18 REDACTED COPY PRIVATE LABEL CREDIT CARD PROGRAM AGREEMENT AMONG ZALE DELAWARE, INC., ZALE PUERTO RICO, INC. AND COMENITY CAPITAL BANK DATED AS OF JULY 9, 2013 TABLE OF CONTENTS SECTION 1. PROGRAM SUMMARY AND DEFINITIONS 1.1 Program Summary 1.2 Definitions and Other Obligations 1.3 Program Launch Date SECTION 2. EFFECTIVE DATE PRODUCTS AND SERVICES; ESTABLISHMENT OF THE PROGRAM ON THE |
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| August 28, 2013 |
Financial Statements and Exhibits, Results of Operations and Financial Condition SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Dated August 28, 2013 of ZALE CORPORATION A Delaware Corporation IRS Employer Identification No. 75-0675400 SEC File Number 001-04129 901 West Walnut Hill Lane Irving, Texas 75038 (972) 580-4000 ⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ⃞ Soliciting material pursuant to R |
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| August 28, 2013 |
Zale Returns to Full Year Profitability Reports Fourth Quarter and Fiscal Year 2013 Results EX-99.1 2 a50698200ex991.htm EXHIBIT 99.1 Exhibit 99.1 Zale Returns to Full Year Profitability Reports Fourth Quarter and Fiscal Year 2013 Results Fourth Quarter Highlights Comparable store sales up 5.6 percent; Zales branded stores up 8.1 percent; Peoples branded stores up 7.0 percent at constant exchange rates Gross margin up 150 basis points to 53.1 percent Operating margin up 120 basis points |
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| August 28, 2013 |
Fourth Quarter and Fiscal Year 2013 Earnings Call August 28, 2013 1 Exhibit 99.2 Fourth Quarter and Fiscal Year 2013 Earnings Call August 28, 2013 1 Forward‐Looking Statements and Use of Non‐GAAP Financial Measures This presentation contains forward‐looking statements, including statements regarding future sales, expected operating performance, expenses, margins, profitability, earnings, interest expense, effective tax rate, merchandising and marketing initiatives |
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| July 10, 2013 |
Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Dated July 9, 2013 of ZALE CORPORATION A Delaware Corporation IRS Employer Identification No. 75-0675400 SEC File Number 001-04129 901 West Walnut Hill Lane Irving, Texas 75038 (972) 580-4000 ⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ⃞ Soliciting material pursuant to Rule |
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| June 7, 2013 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2013 Commission File Number 1-04129 Zale Corporation A Delaware Corporation IRS Employer Identification No. 75-0675400 901 W. Walnut Hill Lane Irving, Texas 75038-1003 (97 |
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| May 22, 2013 |
Zale Corporation Reports Third Quarter Fiscal 2013 Results EX-99.1 2 a50637728ex991.htm EXHIBIT 99.1 Exhibit 99.1 Zale Corporation Reports Third Quarter Fiscal 2013 Results Net earnings of $5 million, or $0.13 per diluted share, compared to a loss of $5 million in the prior year quarter Gross margin of 52.6 percent, up 130 basis points from prior year quarter Operating margin of 2.2 percent, up 80 basis points from prior year quarter Comparable store sale |
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| May 22, 2013 |
Third Quarter Fiscal 2013 Earnings Call May 22, 2013 1 EX-99.2 3 a50637728ex992.htm EXHIBIT 99.2 Exhibit 99.2 Third Quarter Fiscal 2013 Earnings Call May 22, 2013 1 Forward‐Looking Statements and Use of Non‐GAAP Financial Measures This presentation contains forward‐looking statements, including statements regarding future sales, expected operating performance, expenses, margins, profitability, earnings, interest expense, effective tax rate, merchandis |
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| May 22, 2013 |
EX-10.1 2 a50637712ex10-1.htm EXHIBIT 10.1 EXHIBIT 10.1 ZALE CORPORATION 2011 OMNIBUS INCENTIVE COMPENSATION PLAN RESTRICTED STOCK PLAN AGREEMENT Participant Issue Date Number of Shares Grant Zale Corporation (the “Company”) has granted to the Participant named above, as of the Issue Date, the above number of shares of the Company’s common stock, par value $.01 per share (the “Restricted Stock”), |
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| May 22, 2013 |
Terry Burman Appointed Chairman of the Board of Zale Corporation Exhibit 99.1 Terry Burman Appointed Chairman of the Board of Zale Corporation DALLAS-(BUSINESS WIRE)-May 22, 2013-Zale Corporation (NYSE: ZLC) announced today that Terry Burman, a prominent jewelry industry veteran with over 30 years of experience, has been appointed as a director and as chairman of the board, effective May 31, 2013. John B. Lowe, Jr., who has served as chairman for the past five |
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| May 22, 2013 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - ZALE CORP. 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Dated May 22, 2013 of ZALE CORPORATION A Delaware Corporation IRS Employer Identification No. 75-0675400 SEC File Number 001-04129 901 West Walnut Hill Lane Irving, Texas 75038 (972) 580-4000 ⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ⃞ Soliciting material pursuant to Rule |
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| May 22, 2013 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Dated May 21, 2013 of ZALE CORPORATION A Delaware Corporation IRS Employer Identification No. 75-0675400 SEC File Number 001-04129 901 West Walnut Hill Lane Irving, Texas 75038 (972) 580-4000 ⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ⃞ Soliciting material pursuant to Rule |
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| April 5, 2013 |
ZLC / Zale Corp / Portolan Capital Management, LLC - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d –1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d–2. (Amendment No. )* Zale Corp. (Name of Issuer) Common (Title of Class of Securities) 988858106 (CUSIP Number) March 28, 2013 (Date of Event Which Requires Filing of this Stat |
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| March 8, 2013 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q Quarterly Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended January 31, 2013 Commission File Number 1-04129 Zale Corporation A Delaware Corporation IRS Employer Identification No. 75-0675400 901 W. Walnut Hill Lane Irving, Texas 75038-1003 ( |
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| February 27, 2013 |
BRINKLEY DICKERSON 404.885.3822 telephone 404.962.6743 facsimile [email protected] TROUTMAN SANDERS LLP Attorneys at Law Bank of America Plaza 600 Peachtree Street NE, Suite 5200 Atlanta, Georgia 30308-2216 404.885.3000 telephone troutmansanders.com February 25, 2013 VIA EDGAR AND FEDERAL EXPRESS Securities and Exchange Commission 100 F Street, N.E. Mail Stop 3-08 Washington, D.C |
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| February 21, 2013 |
Zale Corporation Reports Second Quarter Fiscal 2013 Results Exhibit 99.1 Zale Corporation Reports Second Quarter Fiscal 2013 Results Comparable store sales up 2.8 percent; 9th consecutive positive quarter; Zales branded stores up 3.6 percent Operating margin of 7.6 percent, up 110 basis points from prior year quarter Net earnings up $0.25, or 32 percent, to $1.02 per diluted share First half fiscal 2013 net earnings of $13 million, or $0.32 per diluted sha |
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| February 21, 2013 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Dated February 21, 2013 of ZALE CORPORATION A Delaware Corporation IRS Employer Identification No. 75-0675400 SEC File Number 001-04129 901 West Walnut Hill Lane Irving, Texas 75038 (972) 580-4000 [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuan |
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| February 21, 2013 |
Second Quarter Fiscal 2013 Earnings Call February 21, 2013 1 Exhibit 99.2 Second Quarter Fiscal 2013 Earnings Call February 21, 2013 1 Forward‐Looking Statements and Use of Non‐GAAP Financial Measures • This presentation contains forward‐looking statements, including statements regarding future sales, expected operating performance, expenses, margins, profitability, earnings, interest expense, effective tax rate, merchandising and marketing initiatives and |
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| February 15, 2013 |
ZLC / Zale Corp / Breeden Capital Management LLC Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 13)* Zale Corporation (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 988858106 (CUSIP Number) Morgan F. Kelly Breeden Capital Management LLC 100 Northfield Street Greenwich, Connecticut 06830 (203) 618-0065 (Name, Address and T |
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| February 15, 2013 |
Exhibit 1 Agreement of Joint Filing Pursuant to 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned persons hereby agree to file with the Securities and Exchange Commission the Statement on Schedule 13D (the “Statement”) to which this Agreement is attached as an exhibit, and agree that such Statement, as so filed, is filed on behalf of each of them. |
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| February 11, 2013 |
ZLC / Zale Corp / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment SC 13G/A 1 rrd383.htm SCHEDULE 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* ZALE CORP (Name of Issuer) Common Stock (Title of Class of Securities) 988858106 (CUSIP Number) December 31, 2012 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule |
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| February 1, 2013 |
ZLC / Zale Corp / Portolan Capital Management, LLC - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d –1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d–2. (Amendment No. )* Zale Corp. (Name of Issuer) Common (Title of Class of Securities) 988858106 (CUSIP Number) December 31, 2012 (Date of Event Which Requires Filing of this S |
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| December 14, 2012 |
As filed with the Securities and Exchange Commission on December 14, 2012 Registration No. |
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| December 14, 2012 |
As filed with the Securities and Exchange Commission on December 14, 2012 Registration No. |
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| December 14, 2012 |
As filed with the Securities and Exchange Commission on December 14, 2012 Registration No. |
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| December 10, 2012 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Dated December 6, 2012 of ZALE CORPORATION A Delaware Corporation IRS Employer Identification No. 75-0675400 SEC File Number 001-04129 901 West Walnut Hill Lane Irving, Texas 75038 (972) 580-4000 ⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ⃞ Soliciting material pursuant to |
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| December 7, 2012 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2012 Commission File Number 1-04129 Zale Corporation A Delaware Corporation IRS Employer Identification No. 75-0675400 901 W. Walnut Hill Lane Irving, Texas 75038-1003 ( |
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| November 20, 2012 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Dated November 20, 2012 of ZALE CORPORATION A Delaware Corporation IRS Employer Identification No. 75-0675400 SEC File Number 001-04129 901 West Walnut Hill Lane Irving, Texas 75038 (972) 580-4000 ⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ⃞ Soliciting material pursuant to |
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| November 20, 2012 |
Zale Corporation Reports First Quarter Fiscal 2013 Results EX-99.1 2 a50485177ex991.htm EXHIBIT 99.1 Exhibit 99.1 Zale Corporation Reports First Quarter Fiscal 2013 Results Comparable store sales up 3.9 percent; 8th consecutive positive quarter Net loss improved $4 million DALLAS-(BUSINESS WIRE)-November 20, 2012-Zale Corporation (NYSE: ZLC) today reported its financial results for the first quarter ended October 31, 2012. “We are pleased to report our ei |
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| November 20, 2012 |
Slide: 1 Title: First Quarter Fiscal 2013 Earnings Call November 20, 2012 Other Placeholder: 1 Exhibit 99.2 Slide: 1 Title: First Quarter Fiscal 2013 Earnings Call November 20, 2012 Other Placeholder: 1 Slide: 2 Title: Forward-Looking Statements and Use of Non-GAAP Financial Measures Body: This presentation contains forward-looking statements, including statements regarding future sales, expected operating performance, expenses, margins, profitability, interest expense, effective tax rate, |
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| October 19, 2012 |
Use these links to rapidly review the document TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| October 19, 2012 |
- DEFINITIVE ADDITIONAL PROXY SOLICITING MATERIALS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin |
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| October 3, 2012 |
Participant Issue Date Number of Units Employee ID Exhibit 10.5c ZALE CORPORATION 2011 OMNIBUS INCENTIVE COMPENSATION PLAN TIME-VESTING RESTRICTED STOCK UNITS PLAN AGREEMENT Participant Issue Date Number of Units Employee ID Grant Zale Corporation (the ?Company?), on behalf of Zale Delaware, Inc. (?Zale Delaware?), its wholly-owned subsidiary, has granted to the Participant named above, as of the Issue Date, the above number of Restricted Stock Un |
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| October 3, 2012 |
AMENDED AND RESTATED INTERCREDITOR AGREEMENT EX-4.4 2 a2211136zex-44.htm AMENDED AND RESTATED INTERCREDITOR AGREEMENT Exhibit 4.4 AMENDED AND RESTATED INTERCREDITOR AGREEMENT THIS AMENDED AND RESTATED INTERCREDITOR AGREEMENT (as amended, supplemented, restated or otherwise modified from time to time pursuant to the terms hereof, this “Agreement”) is entered into as of July 24, 2012 between BANK OF AMERICA, N.A. (“Bank of America”), in its ca |
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| October 3, 2012 |
Exhibit 10.5b ZALE CORPORATION 2011 OMNIBUS INCENTIVE COMPENSATION PLAN STOCK OPTION PLAN AGREEMENT Employee ID Participant Grant Date Number of Options Option Exercise Price Grant Zale Corporation (the “Company”), on behalf of Zale Delaware, Inc., its wholly-owned subsidiary, hereby grants to the Participant named above, as of the grant date above, the above number of Incentive Stock Options to p |
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| October 3, 2012 |
Exhibit 14 ZALE CORPORATION Theo Killion Chief Executive Officer Dear Fellow Employee: Zale Corporation was founded more than 85 years ago with this customer commitment: Provide superior service using basic principles of honesty, integrity and trust. |
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| October 3, 2012 |
Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO CONSOLIDATED FINANCIAL STATEMENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| October 3, 2012 |
BASE SALARY AND TARGET BONUS FOR THE NAMED EXECUTIVE OFFICERS Exhibit 10.14 BASE SALARY AND TARGET BONUS FOR THE NAMED EXECUTIVE OFFICERS The following table sets forth the current annual base salaries and target bonuses of the Chief Executive Officer and the other named executive officers of Zale Corporation (the ?Company?). Name Base Salary Target Bonus % Theo Killion Chief Executive Officer $ 975,000 100 % Thomas A. Haubenstricker Senior Vice President an |
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| October 3, 2012 |
EXHIBIT 21 SUBSIDIARIES OF THE COMPANY The following companies are subsidiaries of Zale Corporation (1): Zale Delaware, Inc. |
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| October 3, 2012 |
Participant Issue Date Number of Units Employee ID EX-10.5D 5 a2211136zex-105d.htm FORM OF PERFORMANCE-BASED RSU AWARD AGREEMENT Exhibit 10.5d ZALE CORPORATION 2011 OMNIBUS INCENTIVE COMPENSATION PLAN PERFORMANCE-BASED RESTRICTED STOCK UNITS PLAN AGREEMENT Participant Issue Date Number of Units Employee ID Grant Zale Corporation (the “Company”), on behalf of Zale Delaware, Inc. (“Zale Delaware”), its wholly-owned subsidiary, has granted to the Par |
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| September 12, 2012 |
EX-1 2 breeden-zales13da12ex10910.htm Exhibit 1 Agreement of Joint Filing Pursuant to 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned persons hereby agree to file with the Securities and Exchange Commission the Statement on Schedule 13D (the “Statement”) to which this Agreement is attached as an exhibit, and agree that such Statement, as so filed, is filed on beh |
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| September 12, 2012 |
ZLC / Zale Corp / Breeden Capital Management LLC Activist Investment SC 13D/A 1 breeden-zales13da120910.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 12)* Zale Corporation (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 988858106 (CUSIP Number) Nandita Hogan Breeden Capital Management LLC 100 Northfield Street Greenwich, Connecticut 0683 |
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| August 29, 2012 |
Fourth Quarter and Fiscal Year 2012 Earnings Call August 29, 2012 1 EX-99.2 3 a50390330ex992.htm EXHIBIT 99.2 Exhibit 99.2 Fourth Quarter and Fiscal Year 2012 Earnings Call August 29, 2012 1 Forward‐Looking Statements and Use of Non‐GAAP Financial Measures This presentation contains forward‐looking statements, including statements regarding expected operating performance, interest expense, effective tax rate, future sales, expenses, margins, profitability, merchan |
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| August 29, 2012 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - ZALE CORP. 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Dated August 29, 2012 of ZALE CORPORATION A Delaware Corporation IRS Employer Identification No. 75-0675400 SEC File Number 001-04129 901 West Walnut Hill Lane Irving, Texas 75038 (972) 580-4000 ⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ⃞ Soliciting material pursuant to R |
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| August 29, 2012 |
Zale Reports Fourth Quarter and Fiscal Year 2012 Results Exhibit 99.1 Zale Reports Fourth Quarter and Fiscal Year 2012 Results Fourth Quarter Highlights Comparable store sales increased 8.3 percent; 7th consecutive positive quarter Operating margin improved 450 basis points, or $16 million Significantly improved capital structure with completion of debt refinancing Fiscal Year Highlights Comparable store sales increased 6.9 percent Operating earnings of |
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| July 27, 2012 |
EXHIBIT 10.2 EXECUTION VERSION AMENDED AND RESTATED CREDIT AGREEMENT dated as of July 24, 2012, among ZALE DELAWARE, INC., ZALE CORPORATION, ZGCO, LLC, TXDC, L.P., and ZALE PUERTO RICO, INC., as Borrowers, The FACILITY GUARANTORS Named Herein, The LENDERS Party Hereto, and Z INVESTMENT HOLDINGS, LLC as Administrative Agent TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 3 SECTION 1.1 Defined Terms 3 |
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| July 27, 2012 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Dated July 24, 2012 of ZALE CORPORATION A Delaware Corporation IRS Employer Identification No. 75-0675400 SEC File Number 001-04129 901 West Walnut Hill Lane Irving, Texas 75038 (972) 580-4000 o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rul |
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| July 27, 2012 |
ZLC / Zale Corp / Z Investment Holdings, LLC - SCHEDULE 13D AMENDMENT Activist Investment SC 13D/A 1 d386696dsc13da.htm SCHEDULE 13D AMENDMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 3)* Zale Corporation (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securitie |
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| July 27, 2012 |
EXHIBIT 10.1 EXECUTION COPY SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of July 24, 2012 among ZALE DELAWARE, INC., ZALE CORPORATION, ZGCO, LLC., TXDC, L.P., ZALE PUERTO RICO, INC. as Borrowers The FACILITY GUARANTORS named herein The LENDERS Party Hereto, BANK OF AMERICA, N.A. as Administrative Agent and Collateral Agent, BANK OF AMERICA, N.A. WELLS FARGO BANK, NATIONAL ASSOCIATION as C |
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| July 25, 2012 |
Regulation FD Disclosure, Financial Statements and Exhibits - ZALE CORPORATION 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Dated July 24, 2012 of ZALE CORPORATION A Delaware Corporation IRS Employer Identification No. 75-0675400 SEC File Number 001-04129 901 West Walnut Hill Lane Irving, Texas 75038 (972) 580-4000 o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rul |
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| July 25, 2012 |
Exhibit 99.1 CONTACT: Investor Relations Roxane Barry, Director of Investor Relations (972) 580-4391 ZALE ANNOUNCES SIGNIFICANT IMPROVEMENTS TO CAPITAL STRUCTURE; EXPECTED ANNUAL SAVINGS OF $17 MILLION Achieves Significant Milestone in Goal to Return to Profitability ● Secured new $665 million credit facility ● Prepaid $60.5 million of Senior Secured Term Loan; amended and extended remaining $80 m |
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| July 25, 2012 |
Exhibit 99.2 1 Debt Refinancing July 25, 2012 2 Forward-Looking Statements and Use of Non-GAAP Financial Measures This presentation contains forward-looking statements, including statements regarding our multi-year plan, future sales, expenses, margins, profitability, merchandising and marketing initiatives and industry growth forecasts. Forward-looking statements are not guarantees of future perf |
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| June 7, 2012 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q Quarterly Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended April 30, 2012 Commission File Number 1-04129 Zale Corporation A Delaware Corporation IRS Employer Identification No. 75-0675400 901 W. Walnut Hill Lane Irving, Texas 75038-1003 (97 |
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| May 23, 2012 |
Exhibit 99.2 Third Quarter Fiscal 2012 Earnings Call May 23, 2012 ZALE CORPORATION ZALES THE DIAMOND STORE Gordon’s Jewelers Celebrating Relationships Since 1905 ZALES Outlet THE DIAMOND STORE PEOPLES Mappins FINE JEWELLERS SINCE 1935 Piercing Pagoda 1 Forward‐Looking Statements and Use of Non‐GAAP Financial Measures • This presentation contains forward‐looking statements, including statements reg |
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| May 23, 2012 |
Zale Reports Third Quarter Fiscal 2012 Results Exhibit 99.1 Zale Reports Third Quarter Fiscal 2012 Results Comparable store sales up 8.0% Revenues of $445 million, an increase of $33 million, or 8.1% Gross margin of 51.3%, an improvement of 120 basis points, or $22 million Operating earnings of $6 million, an improvement of $12 million, or 270 basis points DALLAS-(BUSINESS WIRE)-May 23, 2012-Zale Corporation (NYSE: ZLC) today announced its fin |
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| May 23, 2012 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Dated May 23, 2012 of ZALE CORPORATION A Delaware Corporation IRS Employer Identification No. 75-0675400 SEC File Number 001-04129 901 West Walnut Hill Lane Irving, Texas 75038 (972) 580-4000 [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to |
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| March 13, 2012 |
ZLC / Zale Corp / Portolan Capital Management, LLC - SC 13G Passive Investment SC 13G 1 a12-70171sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d –1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d–2. (Amendment No. )* Zale Corp. (Name of Issuer) Common (Title of Class of Securities) 988858106 (CUSIP Number) March 5, 2012 (Date of Event |
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| March 9, 2012 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2012 Commission File Number 1-04129 Zale Corporation A Delaware Corporation IRS Employer Identification No. 75-0675400 901 W. Walnut Hill Lane Irving, Texas 75038-1003 ( |
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| February 22, 2012 |
Zale Reports Second Quarter Fiscal 2012 Results Exhibit 99.1 Zale Reports Second Quarter Fiscal 2012 Results Comparable store sales up 5.8% Revenues increased $37 million, or 6.0%, to $664 million Gross margin improved $20 million, or 20 basis points, to 50.5% Earnings from continuing operations up $0.04, to $0.78 per diluted share DALLAS-(BUSINESS WIRE)-February 22, 2012-Zale Corporation (NYSE: ZLC) today announced its financial results for th |
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| February 22, 2012 |
Second Quarter Fiscal 2012 Earnings Call February 22, 2012 1 Exhibit 99.2 Second Quarter Fiscal 2012 Earnings Call February 22, 2012 1 Forward-Looking Statements and Use of Non-GAAP Financial Measures•This presentation contains forward-looking statements, including statements regarding our multi-year plan, future sales, expenses, margins, profitability, merchandising and marketing initiatives, the future impact of the warranty revenue recognition change and |
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| February 22, 2012 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Dated February 22, 2012 of ZALE CORPORATION A Delaware Corporation IRS Employer Identification No. 75-0675400 SEC File Number 001-04129 901 West Walnut Hill Lane Irving, Texas 75038 (972) 580-4000 ⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ⃞ Soliciting material pursuant to |
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| February 14, 2012 |
ZLC / Zale Corp / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* ZALE CORP (Name of Issuer) Common Stock (Title of Class of Securities) 988858106 (CUSIP Number) December 31, 2011 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is f |
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| December 8, 2011 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2011 Commission File Number 1-04129 Zale Corporation A Delaware Corporation IRS Employer Identification No. 75-0675400 901 W. Walnut Hill Lane Irving, Texas 75038-1003 ( |
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| December 8, 2011 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Dated December 2, 2011 of ZALE CORPORATION A Delaware Corporation IRS Employer Identification No. 75-0675400 SEC File Number 001-04129 901 West Walnut Hill Lane Irving, Texas 75038 (972) 580-4000 ⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ⃞ Soliciting material pursuant to |
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| November 21, 2011 |
First Quarter Fiscal 2012 Earnings Call November 21, 2011 Draft for Discussion 11-18-11 Exhibit 99.2 First Quarter Fiscal 2012 Earnings Call November 21, 2011 Draft for Discussion 11-18-11 Forward-Looking Statements and Use of Non-GAAP Financial Measures This presentation contains forward-looking statements, including statements regarding our multi-year plan, future sales, expenses, margins, profitability, merchandising and marketing initiatives, the future impact of the warranty rev |
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| November 21, 2011 |
Zale Corporation Reports First Quarter Fiscal 2012 Results Exhibit 99.1 Zale Corporation Reports First Quarter Fiscal 2012 Results Comparable store sales up 5.8% Gross margin increased $22.6 million, or 300 basis points, to 53.5% Revenue and gross margin include a $6.3 million increase resulting from a change in warranty revenue recognition DALLAS-(BUSINESS WIRE)-November 21, 2011-Zale Corporation (NYSE: ZLC) today announced its financial results for the |
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| November 21, 2011 |
Financial Statements and Exhibits, Results of Operations and Financial Condition SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Dated November 21, 2011 of ZALE CORPORATION A Delaware Corporation IRS Employer Identification No. 75-0675400 SEC File Number 001-04129 901 West Walnut Hill Lane Irving, Texas 75038 (972) 580-4000 ⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ⃞ Soliciting material pursuant to |
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| October 14, 2011 |
Use these links to rapidly review the document TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| October 14, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin |
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| October 12, 2011 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Dated October 12, 2011 of ZALE CORPORATION A Delaware Corporation IRS Employer Identification No. 75-0675400 SEC File Number 001-04129 901 West Walnut Hill Lane Irving, Texas 75038 (972) 580-4000 ⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ⃞ Soliciting material pursuant to |
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| October 12, 2011 |
ZALE CORPORATION August 18, 2011 Mr. Tom Haubenstricker Dear Tom: On behalf of Zale Corporation, I am pleased to make you the following offer as Senior Vice President, Chief Financial Officer. This letter outlines the terms of your offer: Start Date: October 17, 2011 Reporting to: Chief Administrative Officer Base Compensation: Fifteen thousand nine hundred sixty-one dollars and fifty-three cents |
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| September 20, 2011 |
AMENDED AND RESTATED EMPLOYMENT SECURITY AGREEMENT EX-10.10 2 a2205631zex-1010.htm AMENDED AND RESTATED ESA FOR THEO KILLION EXHIBIT 10.10 AMENDED AND RESTATED EMPLOYMENT SECURITY AGREEMENT This Amended and Restated Employment Security Agreement (the “Agreement”), dated as of September 19, 2011, is between Zale Corporation (“Company”) and the undersigned Chief Executive Officer of Company (“Executive”). WHEREAS, Executive and Company are parties t |
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| September 20, 2011 |
Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO CONSOLIDATED FINANCIAL STATEMENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| September 20, 2011 |
BASE SALARY AND TARGET BONUS FOR THE NAMED EXECUTIVE OFFICERS QuickLinks - Click here to rapidly navigate through this document EXHIBIT 10.16 BASE SALARY AND TARGET BONUS FOR THE NAMED EXECUTIVE OFFICERS The following table sets forth the current annual base salaries and target bonuses of the Chief Executive Officer and the other named executive officers of Zale Corporation (the "Company"). Name Base Salary Target Bonus % Theo Killion Chief Executive Officer |
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| August 31, 2011 |
Results of Operations and Financial Condition SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Dated August 31, 2011 of ZALE CORPORATION A Delaware Corporation IRS Employer Identification No. 75-0675400 SEC File Number 001-04129 901 West Walnut Hill Lane Irving, Texas 75038 (972) 580-4000 ⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ⃞ Soliciting material pursuant to R |
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| August 31, 2011 |
Zale Corporation Reports Fourth Quarter and Fiscal Year 2011 Results Exhibit 99.1 Zale Corporation Reports Fourth Quarter and Fiscal Year 2011 Results Comparable store sales up 9.8% in the fourth quarter Fourth quarter gross margin of 51.3% Operating margin in the fourth quarter improved 270 basis points DALLAS-(BUSINESS WIRE)-August 31, 2011-Zale Corporation (NYSE: ZLC) today announced its financial results for the fourth quarter and full year ended July 31, 2011. |
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| June 10, 2011 |
Exhibit 99.1 This Statement on Form 4 is filed by Breeden Capital Management LLC, Breeden Partners (California) LP, Breeden Partners (California) II LP, Breeden Partners (New York) I LP, Breeden Partners LP, Breeden Partners Holdco Ltd., Breeden Partners (Cayman) Ltd., Breeden Capital Partners LLC and Richard Breeden, all of which are direct or indirect 10% beneficial owners. The principal busines |
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| June 10, 2011 |
SC 13D/A 1 breeden-zales13da110608.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 11)* Zale Corporation (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 988858106 (CUSIP Number) Nandita Hogan Breeden Capital Management LLC 100 Northfield Street Greenwich, Connecticut 0683 |
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| June 10, 2011 |
Exhibit 1 Agreement of Joint Filing Pursuant to 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned persons hereby agree to file with the Securities and Exchange Commission the Statement on Schedule 13D (the ?Statement?) to which this Agreement is attached as an exhibit, and agree that such Statement, as so filed, is filed on behalf of each of them. |
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| June 8, 2011 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2011 Commission File Number 1-04129 Zale Corporation A Delaware Corporation IRS Employer Identification No. 75-0675400 901 W. Walnut Hill Lane Irving, Texas 75038-1003 (97 |
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| June 8, 2011 |
FORM OF ASSIGNMENT AND ACCEPTANCE EX-4.1 2 a11-145551ex4d1.htm FORM OF ASSIGNMENT AND ACCEPTANCE Exhibit 4.1 FORM OF ASSIGNMENT AND ACCEPTANCE This Assignment and Acceptance (the “Assignment and Acceptance”) is dated as of the Assignment Effective Date set forth below and is entered into by and between (the “Assignor”) and (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the |
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| May 25, 2011 |
Results of Operations and Financial Condition SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Dated May 25, 2011 of ZALE CORPORATION A Delaware Corporation IRS Employer Identification No. 75-0675400 SEC File Number 001-04129 901 West Walnut Hill Lane Irving, Texas 75038 (972) 580-4000 ⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ⃞ Soliciting material pursuant to Rule |
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| May 25, 2011 |
Zale Corporation Reports Third Quarter Fiscal 2011 Results Exhibit 99.1 Zale Corporation Reports Third Quarter Fiscal 2011 Results Comparable store sales up 15.2% Revenues increased $52 million, or 14.5%, to $412 million Gross margin improved $24 million to $206 million Operating margin improved $19 million, or 560 basis points DALLAS-(BUSINESS WIRE)-May 25, 2011-Zale Corporation (NYSE: ZLC) today announced that for the third fiscal quarter ended April 30 |
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| May 11, 2011 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Dated May 5, 2011 of ZALE CORPORATION A Delaware Corporation IRS Employer Identification No. 75-0675400 SEC File Number 001-04129 901 West Walnut Hill Lane Irving, Texas 75038 (972) 580-4000 ⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ⃞ Soliciting material pursuant to Rule |
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| April 25, 2011 |
Zale Extends Maturity on Portion of Bank Credit Facility Exhibit 99.1 Zale Extends Maturity on Portion of Bank Credit Facility DALLAS-(BUSINESS WIRE)-April 25, 2011-Zale Corporation (NYSE: ZLC) today announced that it has extended the maturity of $120 million, including seasonal adjustment of $20 million, of its asset-backed credit facility to April 30, 2014. It previously was scheduled to mature on August 11, 2011. In the aggregate, commitments under t |
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| April 25, 2011 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Dated April 21, 2011 of ZALE CORPORATION A Delaware Corporation IRS Employer Identification No. 75-0675400 SEC File Number 001-04129 901 West Walnut Hill Lane Irving, Texas 75038 (972) 580-4000 ⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ⃞ Soliciting material pursuant to Ru |
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| April 15, 2011 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Dated April 14, 2011 of ZALE CORPORATION A Delaware Corporation IRS Employer Identification No. 75-0675400 SEC File Number 001-04129 901 West Walnut Hill Lane Irving, Texas 75038 (972) 580-4000 ⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ⃞ Soliciting material pursuant to Ru |
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| April 12, 2011 |
Exhibit 99.1 This Statement on Form 4 is filed by Breeden Capital Management LLC, Breeden Partners (California) LP, Breeden Partners (California) II LP, Breeden Partners (New York) I LP, Breeden Partners LP, Breeden Partners Holdco Ltd., Breeden Partners (Cayman) Ltd., Breeden Capital Partners LLC and Richard Breeden, all of which are direct or indirect 10% beneficial owners. The principal busines |
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| April 8, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 1-04129 Zale Corporation Savings and Investment Plan (Exact name of registra |
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| April 6, 2011 |
EX-99.1 2 misc1.htm MISCELLANEOUS EXHIBITS Exhibit 99.1 This Statement on Form 4 is filed by Breeden Capital Management LLC, Breeden Partners (California) LP, Breeden Partners (California) II LP, Breeden Partners (New York) I LP, Breeden Partners LP, Breeden Partners Holdco Ltd., Breeden Partners (Cayman) Ltd., Breeden Capital Partners LLC and Richard Breeden, all of which are direct or indirect 1 |
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| March 10, 2011 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2011 Commission File Number 1-04129 Zale Corporation A Delaware Corporation IRS Employer Identification No. 75-0675400 901 W. Walnut Hill Lane Irving, Texas 75038-1003 ( |
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| February 25, 2011 |
Exhibit 99.1 This Statement on Form 4 is filed by Breeden Capital Management LLC, Breeden Partners (California) LP, Breeden Partners (California) II LP, Breeden Partners (New York) I LP, Breeden Partners LP, Breeden Partners Holdco Ltd., Breeden Partners (Cayman) Ltd., Breeden Capital Partners LLC and Richard Breeden, all of which are direct or indirect 10% beneficial owners. The principal busines |
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| February 25, 2011 |
Exhibit 1 Agreement of Joint Filing Pursuant to 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned persons hereby agree to file with the Securities and Exchange Commission the Statement on Schedule 13D (the ?Statement?) to which this Agreement is attached as an exhibit, and agree that such Statement, as so filed, is filed on behalf of each of them. |
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| February 25, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 10)* Zale Corporation (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 988858106 (CUSIP Number) Nandita Hogan Breeden Capital Management LLC 100 Northfield Street Greenwich, Connecticut 06830 (203) 618-0065 (Name, Address and Tel |
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| February 23, 2011 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Dated February 22, 2011 of ZALE CORPORATION A Delaware Corporation IRS Employer Identification No. 75-0675400 SEC File Number 001-04129 901 West Walnut Hill Lane Irving, Texas 75038 (972) 580-4000 ⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ⃞ Soliciting material pursuant to |
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| February 23, 2011 |
Zale Corporation Reports Second Quarter Fiscal 2011 Results Exhibit 99.1 Zale Corporation Reports Second Quarter Fiscal 2011 Results Comparable store sales up 7.9% Revenues increased $44 million, or 7.6%, to $626 million Operating margin improved $46 million Earnings per diluted share from continuing operations of $0.74, a $0.52 improvement DALLAS-(BUSINESS WIRE)-February 23, 2011-Zale Corporation (NYSE: ZLC) today announced that for the second fiscal quar |
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| February 14, 2011 |
Exhibit 99.1 This Statement on Form 4 is filed by Breeden Capital Management LLC, Breeden Partners (California) LP, Breeden Partners (California) II LP, Breeden Partners (New York) I LP, Breeden Partners LP, Breeden Partners Holdco Ltd., Breeden Partners (Cayman) Ltd., Breeden Capital Partners LLC and Richard Breeden, all of which are direct or indirect 10% beneficial owners. The principal busines |
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| February 11, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* ZALE CORP (Name of Issuer) Common Stock (Title of Class of Securities) 988858106 (CUSIP Number) December 31, 2010 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is f |
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| February 10, 2011 |
EX-99.1 2 misc1.htm MISCELLANEOUS EXHIBITS Exhibit 99.1 This Statement on Form 4 is filed by Breeden Capital Management LLC, Breeden Partners (California) LP, Breeden Partners (California) II LP, Breeden Partners (New York) I LP, Breeden Partners LP, Breeden Partners Holdco Ltd., Breeden Partners (Cayman) Ltd., Breeden Capital Partners LLC and Richard Breeden, all of which are direct or indirect 1 |
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| February 8, 2011 |
Statement on Form 4 is filed by Breeden Capital Management LLC, Breeden Partners (California) LP, Breeden Partners (California) II LP, Breeden Partners (New York) I LP, Breeden Partners LP, Breeden Partners Holdco Ltd. |
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| January 28, 2011 |
This Statement on Form 4 is filed by Breeden Capital Management LLC, Breeden Partners (California) LP, Breeden Partners (California) II LP, Breeden Partners (New York) I LP, Breeden Partners LP, Breeden Partners Holdco Ltd. |
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| January 26, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 9)* Zale Corporation (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 988858106 (CUSIP Number) Nandita Hogan Breeden Capital Management LLC 100 Northfield Street Greenwich, Connecticut 06830 (203) 618-0065 (Name, Address and Tele |
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| January 26, 2011 |
Exhibit 1 Agreement of Joint Filing Pursuant to 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned persons hereby agree to file with the Securities and Exchange Commission the Statement on Schedule 13D (the ?Statement?) to which this Agreement is attached as an exhibit, and agree that such Statement, as so filed, is filed on behalf of each of them. |
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| January 26, 2011 |
Exhibit 99.1 This Statement on Form 4 is filed by Breeden Capital Management LLC, Breeden Partners (California) LP, Breeden Partners (California) II LP, Breeden Partners (New York) I LP, Breeden Partners LP, Breeden Partners Holdco Ltd., Breeden Partners (Cayman) Ltd., Breeden Capital Partners LLC and Richard Breeden, all of which are direct or indirect 10% beneficial owners. The principal busines |
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| January 21, 2011 |
Exhibit 99.1 This Statement on Form 4 is filed by Breeden Capital Management LLC, Breeden Partners (California) LP, Breeden Partners (California) II LP, Breeden Partners (New York) I LP, Breeden Partners LP, Breeden Partners Holdco Ltd., Breeden Partners (Cayman) Ltd., Breeden Capital Partners LLC and Richard Breeden, all of which are direct or indirect 10% beneficial owners. The principal busines |
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| January 21, 2011 |
SC 13D/A 1 breeden-zales13da80121.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 8)* Zale Corporation (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 988858106 (CUSIP Number) Nandita Hogan Breeden Capital Management LLC 100 Northfield Street Greenwich, Connecticut 06830 |
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| January 21, 2011 |
Exhibit 1 Agreement of Joint Filing Pursuant to 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned persons hereby agree to file with the Securities and Exchange Commission the Statement on Schedule 13D (the ?Statement?) to which this Agreement is attached as an exhibit, and agree that such Statement, as so filed, is filed on behalf of each of them. |
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| January 19, 2011 |
Exhibit 99.1 This Statement on Form 4 is filed by Breeden Capital Management LLC, Breeden Partners (California) LP, Breeden Partners (California) II LP, Breeden Partners (New York) I LP, Breeden Partners LP, Breeden Partners Holdco Ltd., Breeden Partners (Cayman) Ltd., Breeden Capital Partners LLC and Richard Breeden, all of which are direct or indirect 10% beneficial owners. The principal busines |
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| December 8, 2010 |
EXHIBIT 10.1 CONFIDENTIAL TREATMENT REQUESTED This agreement contains information that is subject to a confidential treatment request. AMENDED AND RESTATED MERCHANT SERVICES AGREEMENT EFFECTIVE AS OF OCTOBER 1, 2010 AMONG CITIBANK (SOUTH DAKOTA), N.A., ZALE DELAWARE, INC., And ZALE PUERTO RICO, INC. TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 SECTION 1.1 Definitions 2 SECTION 1.2 Construction 1 |
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| December 8, 2010 |
10-Q 1 a10-22449110q.htm FORM 10-Q OCTOBER 31, 2010 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2010 Commission File Number 1-04129 Zale Corporation A Delaware Corporation IRS Employer Identification No. 75-067540 |
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| December 8, 2010 |
Submission of Matters to a Vote of Security Holders SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Dated December 3, 2010 of ZALE CORPORATION A Delaware Corporation IRS Employer Identification No. 75-0675400 SEC File Number 001-04129 901 West Walnut Hill Lane Irving, Texas 75038 (972) 580-4000 ⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ⃞ Soliciting material pursuant to |
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| November 23, 2010 |
Zale Corporation Reports First Quarter Fiscal 2011 Results Exhibit 99.1 Zale Corporation Reports First Quarter Fiscal 2011 Results Revenues of $327 million compared to $329 million in prior year Comparable store sales down 1.1% Gross margin of 50.5%, an increase of 190 basis points compared to prior year Operating margin improved $15 million, or 440 basis points, from prior year DALLAS-(BUSINESS WIRE)-November 23, 2010-Zale Corporation (NYSE: ZLC) today a |
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| November 23, 2010 |
Results of Operations and Financial Condition SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Dated November 23, 2010 of ZALE CORPORATION A Delaware Corporation IRS Employer Identification No. 75-0675400 SEC File Number 001-04129 901 West Walnut Hill Lane Irving, Texas 75038 (972) 580-4000 ⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ⃞ Soliciting material pursuant to |
