0001140361-14-024137.txt : 20140623 0001140361-14-024137.hdr.sgml : 20140623 20140602170337 ACCESSION NUMBER: 0001140361-14-024137 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140529 FILED AS OF DATE: 20140602 DATE AS OF CHANGE: 20140602 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ZALE CORP CENTRAL INDEX KEY: 0000109156 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-JEWELRY STORES [5944] IRS NUMBER: 750675400 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 BUSINESS ADDRESS: STREET 1: 901 W WALNUT HILL LN STREET 2: MS 6B-3 CITY: IRVING STATE: TX ZIP: 75038 BUSINESS PHONE: 9725804000 MAIL ADDRESS: STREET 1: 901 WEST WALNUT HILL LANE STREET 2: MAIL STOP 6B-3 CITY: IRVING STATE: TX ZIP: 75038-1003 FORMER COMPANY: FORMER CONFORMED NAME: ZALE JEWELRY CO INC DATE OF NAME CHANGE: 19710510 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Lennox Richard A CENTRAL INDEX KEY: 0001470500 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-04129 FILM NUMBER: 14884879 MAIL ADDRESS: STREET 1: 529 WEST 42ND STREET STREET 2: APT.2U CITY: NEW YORK STATE: NY ZIP: 10036 4 1 doc1.xml FORM 4 X0306 4 2014-05-29 1 0000109156 ZALE CORP ZLC 0001470500 Lennox Richard A 901 WEST WALNUT HILL LANE IRVING TX 75038 0 1 0 0 EVP, Chief Marketing Officer Common Stock 2014-05-29 4 D 0 52682 D 0 D Restricted Stock Units (Performance) 0 2014-05-29 4 D 0 9600 D Common Stock 9600 0 D Restricted Stock Units 0 2014-05-29 4 D 0 9600 D Common Stock 9600 0 D Restricted Stock Units 0 2014-05-29 4 D 0 20100 D Common Stock 20100 0 D Restricted Stock Units 0 2014-05-29 4 D 0 11900 D Common Stock 11900 0 D Stock Options (right to buy) 3.95 2014-05-29 4 D 0 50000 D 2021-09-02 Common Stock 50000 0 D Stock Options (right to buy) 2 2014-05-29 4 D 0 55000 D 2020-09-23 Common Stock 55000 0 D Stock Options (right to buy) 2.37 2014-05-29 4 D 0 70000 D 2020-02-26 Common Stock 70000 0 D Stock Options (right to buy) 5.66 2014-05-29 4 D 0 50000 D 2019-08-17 Common Stock 50000 0 D Pursuant to the Agreement and Plan of Merger, dated as of February 19, 2014 (the "Merger Agreement"), by and among Zale Corporation ("Zale"), Signet Jewelers Limited and Carat Merger Sub, Inc., on May 29, 2014, each share of Zale common stock, par value $0.01 per share ("Common Stock") issued and outstanding immediately prior to the Effective Time (as defined in the Merger Agreement), was converted into the right to receive $21.00 in cash ("the "Merger Consideration"). Pursuant to the Merger Agreement, on May 29, 2014, each restricted stock unit subject to performance-based vesting conditions ("Performance-Vested RSU") (x) became fully vested if more than 50% of the relevant performance period was completed as of May 29, 2014 or became 50% vested if 50% or less of the relevant performance period was completed as of May 29, 2014 and (y) was converted into the right to receive an amount in cash equal to the merger consideration with respect to each share of Common Stock that vests pursuant to such Performance-Vested RSU. Pursuant to the Merger Agreement, on May 29, 2014, each restricted stock unit subject to vesting conditions other than performance-based vesting conditions ("Time-Vested RSU") became fully vested, was canceled and was converted into the right to receive an amount in cash equal to the Merger Consideration with respect to each share of Common Stock subject to such Time-Vested RSU immediately prior to the Effective Time. Pursuant to the Merger Agreement, on May 29, 2014, each Zale stock option, whether vested or unvested, was canceled and converted into the right to receive an amount in cash equal to the excess (if any) of (x) the Merger Consideration multiplied by the number of shares of Common Stock underlying such stock option immediately prior to the Effective Time over (y) the aggregate exercise price payable upon exercise of such stock option immediately prior to the Effective Time. Each outstanding stock option that had an exercise price that was greater than or equal to the Merger Consideration was canceled for no consideration. /s/ Richard A. Lennox 2014-06-02