0001140361-14-024150.txt : 20140623
0001140361-14-024150.hdr.sgml : 20140623
20140602170900
ACCESSION NUMBER: 0001140361-14-024150
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: Braverman Yuval
CENTRAL INDEX KEY: 0001438180
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-04129
FILM NUMBER: 14884944
MAIL ADDRESS:
STREET 1: 901 WEST WALNUT HILL LANE
CITY: IRVING
STATE: TX
ZIP: 75038
4
1
doc1.xml
FORM 4
X0306
4
2014-05-29
1
0000109156
ZALE CORP
ZLC
0001438180
Braverman Yuval
C/O ZALE CORPORATION
901 WEST WALNUT HILL LANE
IRVING
TX
75038
1
0
0
0
Common Stock
2014-05-29
4
D
0
43112
D
0
D
Restricted Stock Units (Common Stock)
0
2014-05-29
4
D
0
5073
D
Common Stock
5073
0
D
Stock Options (right to buy)
3.07
2014-05-29
4
D
0
10000
D
2020-12-03
Common Stock
10000
0
D
Stock options (right to buy)
3.75
2014-05-29
4
D
0
5000
D
2020-02-08
Common Stock
5000
0
D
Restricted Stock Units
0
2014-05-29
4
D
0
4902
D
Common Stock
4902
0
D
Stock Options (right to buy)
21.48
2014-05-29
4
D
0
1583
D
2018-06-19
Common Stock
1583
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 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.
Pursuant to the Merger Agreement, on May 29, 2014, each restricted stock unit not subject to vesting conditions ("Deferred Stock Unit") 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 Deferred Stock Unit.
/s/ Yuval Braverman
2014-06-02