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