0001209191-14-038494.txt : 20140623 0001209191-14-038494.hdr.sgml : 20140623 20140602214312 ACCESSION NUMBER: 0001209191-14-038494 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: GGCOF CO-INVEST, L.P. CENTRAL INDEX KEY: 0001431072 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-04129 FILM NUMBER: 14885856 BUSINESS ADDRESS: STREET 1: ONE EMBARCADERO CENTER STREET 2: 39TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 415 983-2700 MAIL ADDRESS: STREET 1: ONE EMBARCADERO CENTER STREET 2: 39TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 FORMER NAME: FORMER CONFORMED NAME: GGCOF CO-INVEST LP DATE OF NAME CHANGE: 20080328 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GGCOF Co-Invest Management, L.P. CENTRAL INDEX KEY: 0001492388 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-04129 FILM NUMBER: 14885860 BUSINESS ADDRESS: STREET 1: C/O GOLDEN GATE PRIVATE EQUITY, INC. STREET 2: 1 EMBARCADERO CENTER CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 415-983-2700 MAIL ADDRESS: STREET 1: C/O GOLDEN GATE PRIVATE EQUITY, INC. STREET 2: 1 EMBARCADERO CENTER CITY: SAN FRANCISCO STATE: CA ZIP: 94111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GGC Opportunity Fund Management, L.P. CENTRAL INDEX KEY: 0001488545 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-04129 FILM NUMBER: 14885861 BUSINESS ADDRESS: STREET 1: C/O GOLDEN GATE PRIVATE EQUITY, INC. STREET 2: ONE EMBARCADERO CENTER, 39TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 415-983-2700 MAIL ADDRESS: STREET 1: C/O GOLDEN GATE PRIVATE EQUITY, INC. STREET 2: ONE EMBARCADERO CENTER, 39TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Z Investment Holdings, LLC CENTRAL INDEX KEY: 0001492455 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-04129 FILM NUMBER: 14885863 BUSINESS ADDRESS: STREET 1: C/O GOLDEN GATE PRIVATE EQUITY, INC. STREET 2: 1 EMBARCADERO CENTER CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 415-983-2700 MAIL ADDRESS: STREET 1: C/O GOLDEN GATE PRIVATE EQUITY, INC. STREET 2: 1 EMBARCADERO CENTER CITY: SAN FRANCISCO STATE: CA ZIP: 94111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GOLDEN GATE CAPITAL OPPORTUNITY FUND, L.P. CENTRAL INDEX KEY: 0001437622 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-04129 FILM NUMBER: 14885859 BUSINESS ADDRESS: STREET 1: ONE EMBARCADERO CENTER STREET 2: 39TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 415-983-2700 MAIL ADDRESS: STREET 1: ONE EMBARCADERO CENTER STREET 2: 39TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 FORMER NAME: FORMER CONFORMED NAME: GOLDEN GATE CAPITAL OPPORTUNITY FUND LP DATE OF NAME CHANGE: 20080613 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GGC Opportunity Fund Management GP, Ltd. CENTRAL INDEX KEY: 0001492387 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-04129 FILM NUMBER: 14885862 BUSINESS ADDRESS: STREET 1: C/O GOLDEN GATE PRIVATE EQUITY, INC. STREET 2: 1 EMBARCADERO CENTER CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 415-983-2700 MAIL ADDRESS: STREET 1: C/O GOLDEN GATE PRIVATE EQUITY, INC. STREET 2: 1 EMBARCADERO CENTER CITY: SAN FRANCISCO STATE: CA ZIP: 94111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GOLDEN GATE CAPITAL OPPORTUNITY FUND-A, L.P. CENTRAL INDEX KEY: 0001411087 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-04129 FILM NUMBER: 14885858 BUSINESS ADDRESS: STREET 1: One Embarcadero Center CITY: San Francisco STATE: CA ZIP: 94111 BUSINESS PHONE: 415-983-2700 MAIL ADDRESS: STREET 1: One Embarcadero Center CITY: San Francisco STATE: CA ZIP: 94111 FORMER NAME: FORMER CONFORMED NAME: Golden Gate Capital Opportunity Fund-A LP DATE OF NAME CHANGE: 20070829 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GGCOF THIRD-PARTY CO-INVEST, L.P. CENTRAL INDEX KEY: 0001430733 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-04129 FILM NUMBER: 14885857 BUSINESS ADDRESS: STREET 1: ONE EMBARCADERO CENTER STREET 2: 39TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 415-983-2700 MAIL ADDRESS: STREET 1: ONE EMBARCADERO CENTER STREET 2: 39TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 FORMER NAME: FORMER CONFORMED NAME: GGCOF THIRD PARTY CO INVEST LP DATE OF NAME CHANGE: 20080326 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2014-05-29 1 0000109156 ZALE CORP ZLC 0001492455 Z Investment Holdings, LLC C/O GOLDEN GATE PRIVATE EQUITY, INC. ONE EMBARCADERO CENTER, 39TH FLOOR SAN FRANCISCO CA 94111 0 0 1 0 0001492387 GGC Opportunity Fund Management GP, Ltd. C/O GOLDEN GATE PRIVATE EQUITY, INC. ONE EMBARCADERO CENTER, 39TH FLOOR SAN FRANCISCO CA San Franci 0 0 1 0 0001488545 GGC Opportunity Fund Management, L.P. C/O GOLDEN GATE PRIVATE EQUITY, INC. ONE EMBARCADERO CENTER, 39TH FLOOR SAN FRANCISCO CA 94111 0 0 1 0 0001492388 GGCOF Co-Invest Management, L.P. C/O GOLDEN GATE PRIVATE EQUITY, INC. ONE EMBARCADERO CENTER, 39TH FLOOR SAN FRANCISCO CA 94111 0 0 1 0 0001437622 GOLDEN GATE CAPITAL OPPORTUNITY FUND, L.P. C/O GOLDEN GATE PRIVATE EQUITY, INC. ONE EMBARCADERO CENTER, 39TH FLOOR SAN FRANCISCO CA 94111 0 0 1 0 0001411087 GOLDEN GATE CAPITAL OPPORTUNITY FUND-A, L.P. C/O GOLDEN GATE PRIVATE EQUITY, INC. ONE EMBARCADERO CENTER, 39TH FLOOR SAN FRANCISCO CA 94111 0 0 1 0 0001430733 GGCOF THIRD-PARTY CO-INVEST, L.P. C/O GOLDEN GATE PRIVATE EQUITY, INC. ONE EMBARCADERO CENTER, 39TH FLOOR SAN FRANCISCO CA 94111 0 0 1 0 0001431072 GGCOF CO-INVEST, L.P. C/O GOLDEN GATE PRIVATE EQUITY, INC. ONE EMBARCADERO CENTER, 39TH FLOOR SAN FRANCISCO CA 94111 0 0 1 0 Common Stock 2014-05-29 4 D 0 10022075 D 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"). The common stock beneficially owned directly by Z Investment Holdings, LLC was beneficially owned indirectly by (a) Golden Gate Capital Opportunity Fund, L.P., (b) Golden Gate Capital Opportunity Fund-A, L.P., (c) GGCOF Third Party Co-Invest, L.P. and (d) GGCOF Co-Invest, L.P. The common stock indirectly held by the funds listed in clauses (a) through (c) was beneficially owned indirectly by GGC Opportunity Fund Management, L.P. ("Management GP"), their general partner, and GGC Opportunity Fund Management GP, Ltd. ("Ultimate GP"), the general partner of Management GP. The common stock indirectly held by the fund listed in clause (d) was beneficially owned indirectly by GGCOF Co-Invest Management, L.P. ("GGCOF Management"), its general partner, Management GP, the general partner of GGCOF Management and the Ultimate GP, the general partner of Management GP. The Ultimate GP had voting and dispositive authority over the common stock held by Z Investment and is governed by its board of directors. /s/ Robert M. Hayward, P.C. by Power of Attorney 2014-06-02