DOCSLIB.ORG

Zales.Com ZALE CORPORATION 2013 ANNUAL REPORT

Total Page：16

File Type：pdf, Size：1020Kb

Download full-text PDF Read full-text
Zales.Com ZALE CORPORATION 2013 ANNUAL REPORT ZALE CORPORATION 2013 ANNUAL REPORT zales.com 38877_OFC.indd 1 10/11/13 8:26 PM Our Exclusive Collections A B C D A. AVA Nadri Collection B. The Fall Engagement Guide Collection C. The Celebration Diamond Collection® D. The Vera Wang LOVE Collection 38877 IFC.indd 1 10/14/13 12:57 PM Letter to our shareholders Dear Fellow Shareholders: • Signed a multi-year agreement with Alliance Data Systems Corporation to provide private label credit I am pleased to report that the company returned to card financing for our U.S. guests at significantly profitability in fiscal 2013. Achievement of this impor- lower merchant fees, while also providing key tant milestone, which we set for ourselves three years marketing, analytical and technical services ago, is the result of focus on our strategy and the designed to generate sales and enhance brand tireless execution of the entire Zale team. We affinity. achieved $10 million in net earnings or $0.24 per diluted share, representing the highest net earnings • Launched a multi-year merchandise sourcing initia- for Zale since fiscal 2007. During the year, we also tive that will contribute significantly to future gross announced several key accomplishments that we margin improvement. believe will set the stage for significant business and financial improvement in fiscal 2014 and beyond. Our • Enhanced our omnichannel business model to fiscal 2013 highlights include: provide guests access to our brands wherever and whenever they choose through webstores, mobile • Delivered shareholder return of more than 200% devices, social media and traditional stores. during the fiscal year as our stock price (NYSE: ZLC) rose from $3.02 to $9.28. • Welcomed Terry Burman, a prominent jewelry industry veteran, to our board as chairman. • Increased net earnings by $37 million, or $1.09 per diluted share, compared to the prior year. • Rejoined the Russell 3000 Index. • Delivered a 3.3% increase in comparable store As we begin fiscal 2014, we are now focused on deliv- sales, following a 6.9% rise in fiscal 2012, marking ering profitable growth. Our goals for this fiscal year our third consecutive fiscal year of positive comps. are more ambitious as we raise our expectation for Our core national brands drove this result: performance and focus on creating long-term share- holder value. Specifically, in fiscal 2014 we plan to: • Zales branded stores delivered a 4.7% increase in comparable store sales, following a 10.8% • Grow our exclusive, branded merchandise to 13% rise in the prior year. This represents a or more of our fine jewelry revenue. We will two-year increase of 16.1%. extend the reach of our successful Vera Wang LOVE Collection and The Celebration Diamond • Peoples branded stores delivered a 4.8% Collection through expansion to additional retail increase in comparable store sales, at constant locations and new product introductions. We have exchange rates, following a 5.9% rise in the a solid base in our wedding business – now we are prior year. This represents a two-year increase committed to growing exclusive, branded products of 10.4%. in fashion. This fall, we will be testing new exclusive collections in fashion – we will always test before • Expanded gross margin by 60 basis points to 52.1% we invest. and expanded operating margin by 90 basis points to 1.9%. • Enhance store productivity through technology upgrades, including new point-of-sale systems and • Grew the mix of exclusive, branded merchandise to broadband connectivity to improve the guest expe- 11% of fine jewelry revenues, up from 8% in the rience in our stores and expand our in-store prior year. training and communication capabilities. We are committed to improving the aesthetics of our store • Reduced our outstanding debt balance by environment and have embarked on a multi-year $43 million. initiative to upgrade the condition of our stores and 14OCT201309152459 create a more compelling shopping experience for strategy to upgrade the locations of existing stores our guests. and add additional stores in our core national brands. • Realize financial improvement from our merchan- dise sourcing initiative to expand operating margin In closing, during fiscal 2013 we achieved an important by 50 basis points or more. milestone by returning the company to profitability. We believe there is still tremendous opportunity in • Expand our investment in training programs to our front of us. The Zale team is energized as we enter store teams to deepen guest engagement and our next phase of driving sustained, profitable growth improve overall guest satisfaction. and shareholder value in fiscal 2014 and beyond. • Increase marketing effectiveness using blended On behalf of your Board of Directors, Senior Leader- media with a higher degree of our messages ship Team and the employees of Zale Corporation, we targeted at supporting exclusive, branded are grateful for your continued support and look merchandise. forward to reporting our further progress in the quarters and years ahead. • Advance omnichannel integration by providing our jewelry consultants greater access to online offer- Sincerely, ings for their guests. • Build on the accomplishments of our Piercing Pagoda business to achieve growth in sales and prof- itability. During the past year, we made important talent investments in the Pagoda brand. We believe 11OCT201300100352 these investments will pay dividends for years to Theo Killion come. Chief Executive Officer • Position the company for growth in fiscal 2015 and beyond through the implementation of a multi-year Net Earnings (Loss) Operating Margin (In Millions) $50 4% 1.9% $10.0 2% 1.0% $0 0% -$27.3 -2% -$50 -1.6% -4% -$100 -$93.7 -6% -$112.3 -7.1% -$150 -8% -10% -$200 -$189.5 -12% -11.7% -$250 -14% FY 2009 FY 2010 FY 2011 FY 201210OCT201323474084 FY 2013 FY 2009 FY 2010 FY 2011 FY 201210OCT201323474232 FY 2013 14OCT201309152459 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K Annual Report for the fiscal year ended July 31, 2013 Zale Corporation A Delaware Corporation IRS Employer Identification No. 75-0675400 SEC File Number 1-04129 901 W. Walnut Hill Lane Irving, Texas 75038-1003 (972) 580-4000 Zale Corporation’s common stock, par value $0.01 per share, is registered pursuant to Section 12 (b) of the Securities Exchange Act of 1934 (the ‘‘Act’’) and is listed on the New York Stock Exchange. Zale Corporation does not have any securities registered under Section 12(g) of the Act. Zale Corporation is not a well-known seasoned issuer. Zale Corporation is required to file reports pursuant to Section 13 of the Act. Zale Corporation (1) has filed all reports required to be filed by Section 13 or 15(d) of the Act during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Zale Corporation has submitted electronically and posted on the Company’s website all Interactive Data Files required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Company was required to submit and post such files). Disclosure of the delinquent filers pursuant to Item 405 of Regulation S-K will not be contained in our definitive Proxy Statement, portions of which are incorporated by reference in Part III of this Form 10-K. Zale Corporation is an accelerated filer. Zale Corporation is not a shell company. The aggregate market value of Zale Corporation’s common stock (based upon the closing sales price quoted on the New York Stock Exchange) held by non-affiliates as of January 31, 2013 was $157,946,032. For this purpose, directors and officers have been assumed to be affiliates. As of September 23, 2013, 32,764,729 shares of Zale Corporation’s common stock were outstanding. DOCUMENTS INCORPORATED BY REFERENCE. Portions of Zale Corporation’s definitive Proxy Statement for the 2013 Annual Meeting of Stockholders to be held on December 5, 2013 are incorporated by reference into Part III. ZALE CORPORATION AND SUBSIDIARIES TABLE OF CONTENTS Page PART I. Item 1. Business ..................................................... 1 Item 1A. Risk Factors .................................................. 11 Item 1B. Unresolved Staff Comments ...................................... 16 Item 2. Properties .................................................... 16 Item 3. Legal Proceedings and Other Matters ............................... 17 Item 4. Mine Safety Disclosures ......................................... 17 Item 4A. Executive Officers of the Registrant ................................. 18 PART II. Item 5. Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities .............................. 21 Item 6. Selected Financial Data .......................................... 23 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations ................................................. 26 Item 7A. Quantitative and Qualitative Disclosures About Market Risk ............... 39 Item 8. Financial Statements and Supplementary Data ......................... 40 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure .................................................. 40 Item 9A. Controls and Procedures ......................................... 40 Item 9B. Other Information ............................................. 41 PART III. Item 10. Directors, Executive Officers and Corporate Governance
Load more

Recommended publications
  • Pipefitters Local No. 636 Defined Benefit Plan, Et Al. V. Zale
    Case 3:06-cv-01470 Document 25 Filed 01/29/2007 Page 1 of 61 UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF TEXAS DALLAS DIVISION In re ZALE CORPORATION SECURITIES § Master File No. 3:06-cv-01470-K LITIGATION § ECF § CLASS ACTION CONSOLIDATED CLASS ACTION COMPLAINT FOR VIOLATION OF THE FEDERAL SECURITIES LAWS Case 3:06-cv-01470 Document 25 Filed 01/29/2007 Page 2 of 61 The Court-appointed Lead Plaintiffs, Pipefitters Local No. 636 Defined Benefit Plan, Iron Workers Local 16 Pension Fund and Mitchel Agoos, individually and on behalf of all other persons similarly situated (collectively, "Plaintiffs or "Lead Plaintiffs ), by and through their undersigned attorneys, for their complaint against Zale Corporation ("Zale or the "Company ), Sue E. Gove, Mary L. Fort , Mark R. Lenz, and Cynthia T. Gordon (collectively, the "Individual Defendants or, together with Zale, the "Defendants ), allege the following based upon personal knowledge as to themselves and their own acts, and as to all other matters, based upon, inter alia, an investigation conducted by and through their attorneys, which included, among other things: (i) interviews of persons with knowledge, including former employees and representatives of Zale; (ii) a review of Defendants' press releases and other public documents; (iii) conference calls and announcements made by Defendants; (iv) United States Securities and Exchange Commission ("SEC ) filings; (v) wire and press releases published by and regarding Zale; (vi) securities analysts' reports and advisories about the Company; and (vii) information readily obtainable from public sources. Plaintiffs believe that substantial additional evidentiary support will exist for the allegations set forth herein after a reasonable opportunity for discovery.
    [Show full text]
  • SIGNET JEWELERS LIMITED (Exact Name of Registrant As Specified in Its Charter)
    Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended January 31, 2015 Commission file number 1-32349 SIGNET JEWELERS LIMITED (Exact name of Registrant as specified in its charter) Bermuda Not Applicable (State or other jurisdiction of incorporation) (I.R.S. Employer Identification No.) Clarendon House 2 Church Street Hamilton HM11 Bermuda (441) 296 5872 (Address and telephone number including area code of principal executive offices) Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Name of Each Exchange on which Registered Common Shares of $0.18 each The New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes No Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate web site, if any, every interactive data file required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for shorter period that the registrant was required to submit and post such files).
    [Show full text]
  • ZALE CORPORATION (Name of Registrant As Specified in Its Charter)
    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 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 Statement Definitive Additional Materials o Soliciting Material Under Rule 14a-12 ZALE CORPORATION (Name of Registrant as Specified in its Charter) Payment of Filing Fee (Check the appropriate box): No fee required o Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11 (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: o Fee paid previously with preliminary materials. o Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing party: (4) Date Filed: As previously disclosed, in connection with the proposed acquisition of Zale Corporation (“Zale”) by Signet Jewelers Limited (the “merger”), Zale and its directors have been named as defendants in five putative shareholder class action lawsuits filed in the Court of Chancery of the State of Delaware (the “Court”) and consolidated under the caption In re Zale Corporation Shareholders Litigation.
    [Show full text]
  • D&O Coverage Litigation for Securities
    INSURANCE AND REINSURANCE March 2019 IN THIS ISSUE Delaware Securities Appraisal actions, involving tens of millions of dollars, are giving rise to litigation with novel D&O coverage issues. In this article, Bob Allen identifies the coverage issues and arguments that will be decided in the current round of high-stakes litigation. D&O Coverage Litigation for Securities Appraisal Actions ABOUT THE AUTHOR Bob Allen is a Dallas-based, 25 year member of the IADC and he is the past chair of the immediate predecessor of what is now the Insurance and Reinsurance Committee. He has handled complex insurance and reinsurance litigation all over Texas and other states as well over his 35 year legal career. He is a graduate of Denison University and SMU Dedman School of Law. He can be reached at [email protected]. ABOUT THE COMMITTEE The Insurance and Reinsurance Committee members, including U.S. and multinational attorneys, are lawyers who deal on a regular basis with issues of insurance availability, insurance coverage and related litigation at all levels of insurance above the primary level. The Committee offers presentations on these subjects at the Annual and Midyear Meetings. Learn more about the Committee at www.iadclaw.org. To contribute a newsletter article, contact: Bryan D. Bolton Vice Chair of Newsletters Funk & Bolton [email protected] The International Association of Defense Counsel serves a distinguished, invitation-only membership of corporate and insurance defense lawyers. The IADC dedicates itself to enhancing the development of skills, professionalism and camaraderie in the practice of law in order to serve and benefit the civil justice system, the legal profession, society and our members.
    [Show full text]
  • Zale Appellant Brief
    ACCEPTED 05-19-00730-CV FIFTH COURT OF APPEALS DALLAS, TEXAS 10/4/2019 11:56 AM LISA MATZ CLERK No. 05-19-00730-CV FILED IN 5th COURT OF APPEALS In the Fifth Court of Appeals DALLAS, TEXAS 10/04/2019 11:56:23 AM Dallas, Texas LISA MATZ Clerk ZALE CORPORATION, Appellant, v. BERKLEY INSURANCE COMPANY and STARR INDEMNITY & LIABILITY COMPANY, Appellees. On Appeal from the 14th Judicial District Court, Dallas County, Texas Cause No. DC-17-09200 BRIEF OF APPELLANT, ZALE CORPORATION Roger Townsend State Bar No. 20167600 [email protected] COKINOS | YOUNG Four Houston Center 1221 Lamar St., 16th Floor Houston, Texas 77010 Telephone: 713-535-5564 Facsimile: 713-535-5533 ORAL ARGUMENT REQUESTED Michael E. Farnell Admitted pro hac vice Gabriel J. Le Chevallier Admitted pro hac vice [email protected] [email protected] PARSONS, FARNELL & GREIN, LLP 1030 SW Morrison Street Portland, Oregon 97205 Telephone: 503-222-1812 Facsimile: 503-274-7979 Patrick J. Wielinski State Bar No. 21432450 [email protected] Travis M. Brown State Bar No. 24061890 [email protected] COKINOS | YOUNG 800 Crestview Tower 105 Decker Court Irving, Texas 75062 Telephone: 817-635-3620 Facsimile: 817-635-3633 COUNSEL FOR APPELLANT, ZALE CORPORATION i IDENTITY OF PARTIES AND COUNSEL Pursuant to Rule 38.1(a) of the Texas Rules of Appellate Procedure, Appellant certifies that the following is a list of all parties to the trial courts judgment and their counsel: Plaintiff/Appellant Zale Corporation Trial Counsel for Appellant Patrick J. Wielinski State Bar No. 21432450 [email protected] Travis M.
    [Show full text]
  • PART I ITEM 1. BUSINESS OVERVIEW Signet Is the Largest Specialty Retail Jeweler by Sales in the US and UK
    PART I ITEM 1. BUSINESS OVERVIEW Signet is the largest specialty retail jeweler by sales in the US and UK. Signet is incorporated in Bermuda and its address and telephone number are shown on the cover of this document. Its corporate website is www.signetjewelers.com, from where documents that the Company is obliged to file or furnish with the US Securities and Exchange Commission (―SEC‖) may be viewed or downloaded free of charge. On September 11, 2008, Signet Group plc became a wholly-owned subsidiary of Signet Jewelers Limited, a new company incorporated in Bermuda under the Companies Act 1981 of Bermuda, following the approval by the High Court of Justice in England and Wales under the UK Companies Act 2006. Shareholders of Signet Group plc became shareholders of Signet Jewelers Limited, owning 100% of that company. Signet Jewelers Limited is governed by the laws of Bermuda. Effective January 31, 2010, Signet became a foreign issuer subject to the rules and regulations of the US Securities Exchange Act of 1934 (―Exchange Act‖) applicable to domestic US issuers. Prior to this date, Signet was a foreign private issuer and filed with the SEC its annual report on Form 20-F. Signet‘s US division operated 1,471 stores in all 50 states at February 1, 2014. Its stores trade nationally in malls and off-mall locations as Kay Jewelers (―Kay‖), and regionally under a number of well-established mall- based brands. Destination superstores trade nationwide as Jared The Galleria Of Jewelry (―Jared‖). Signet acquired Ultra Stores, Inc. (―Ultra‖) on October 29, 2012 (the ―Ultra Acquisition‖).
    [Show full text]
  • Celebrate Life. Express Love.® Signet’S Core Purpose Is to Help Our Customers Celebrate Life and Express Love
    2015 annual report Celebrate Life. Express Love.® Signet’s core purpose is to help our customers Celebrate Life and Express Love. It is our honor to help our customers express their deepest emotions with their loved ones. We do this by educating and assisting them in purchasing high quality jewelry and watches as gifts for their loved ones or themselves. We are able to do this because we buy, sell, assort and market diamonds and fine jewelry better than anyone else in the world. Our people are essential to achieving this purpose. They have made us an industry leader, and our Customer First commitment is one of the many ways in which we have made a profound impact in the jewelry industry. 2 Signet Jewelers 2015 Annual Report “The execution of our merchandise, marketing and omni channel strategies as well as our superior customer service drives success across our divisions and store brands. Our Team Members’ dedication, passion, and collaboration deliver significant value for Signet shareholders and position our Company for growth in the future.” MARK LIGHT, CHIEF EXECUTIVE OFFICER Dear Shareholders, Employees Signet delivered a fantastic Fiscal 2015 by almost every measure (in thousands) including record sales and earnings; and stock price appreciation 28,949 of 52%. We completed the largest transaction in the history of the jewelry industry when we closed the purchase of Zale Corp on May 29, 2014. As the Zale integration progressed, we navigated important senior management changes without missing a beat. And so, it is our 17,877 18,179 pleasure to write our first joint shareholder letter to update you on an incredibly eventful – and successful – year.
    [Show full text]
  • In Re Zale Corporation Stockholders Litigation
    IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE IN RE ZALE CORPORATION ) Consolidated STOCKHOLDERS LITIGATION ) C.A. No. 9388-VCP MEMORANDUM OPINION Date Submitted: May 28, 2015 Date Decided: October 1, 2015 Seth D. Rigrodsky, Esq., Brian D. Long, Esq., Gina M. Serra, Esq., Jeremy J. Riley, Esq., RIGRODSKY & LONG, P.A., Wilmington, Delaware; Carl L. Stine, Esq., WOLF POPPER LLP, New York, New York; Liaison Counsel for Plaintiffs and Member of Plaintiffs’ Executive Committee. Gregory P. Williams, Esq., J. Scott Pritchard, Esq., RICHARDS, LAYTON & FINGER, PA, Wilmington, Delaware; Sandra C. Goldstein, Esq., CRAVATH, SWAINE & MOORE LLP, New York, New York; Attorneys for Defendants Neale Attenborough, Yuval Braverman, Terry Burman, David F. Dyer, Kenneth B. Gilman, Theo Killion, John B. Lowe, Jr., Joshua Olshansky, and Beth M. Pritchard. Bradley R. Aronstam, Esq., S. Michael Sirkin, Esq., ROSS ARONSTAM & MORITZ LLP, Wilmington, Delaware; Joseph S. Allerhand, Esq., Stacy Nettleton, Esq., David P. Byeff, Esq., Robert S. Ruff, III, Esq., WEIL, GOTSHAL & MANGES LLP, New York, New York; Attorneys for Defendant Signet Jewelers Limited. Michael J. Maimone, Esq., Gregory E. Stuhlman, Esq., GREENBERG TRAURIG LLP, Wilmington, Delaware; Alan S. Goudiss, Esq., Paula H. Anderson, Esq., Dennis D. Kitt, Esq., SHEARMAN & STERLING LLP, New York, New York; Attorneys for Defendant Merrill Lynch, Pierce, Fenner & Smith Incorporated. PARSONS, Vice Chancellor. This is a stockholder challenge to the now-completed merger between Zale Corporation and Signet Jewelers Limited. The plaintiffs, who owned Zale Corporation common stock before the merger, charge members of the Zale Corporation board of directors with breaching their fiduciary duties of loyalty and care.
    [Show full text]
  • Restructuring Zale Corporation
    RESTRUCTURING ZALE CORPORATION TURNAROUND MANAGEMENT ASSOCIATION July 1, 2011 Sudhanshu Jain UNIVERSITY OF TEXAS AT DALLAS 1 TABLE OF CONTENTS Executive Summary……………………………………………………………………………………….……………… 5 Overview…………………………………………………………………………………………….……………. 5 Recommendations…………………………………………………………….………….………….…………….6 Jewelry Industry Outlook …..………………………………..…………………………..…….…………………………7 Competitive landscape…………………….…………………………………………………….………………..8 Seasonality and Cyclicality……………………………………………………………………….………………8 Products, Operation and Technology………………………………………………………….………………..9 Sales and Marketing……………………………………………………………………………..………...………9 Finance and Regulation………………………………………………………………………………………….10 Regional and International Issues………………………………………………………………..….………….10 Human Resource…………………………………………………………………………………………………10 Jewelry Industry Trends……………………………………………………………………………..…………..11 Critical Success Factors for Jewelry Industry………………………………………...………………………..12 Challenges Faced by Jewelry Industry………………………………………………………………………...14 Business Description………………………………………...……………………………………………………………15 SWOT Analysis……………………………………………………………………………………………………………16 Strength……………………………………………………………………………………………………………16 Weakness………………………………………………………………………………………………………….16 Opportunity………………………………………………………………………………………………………17 Threat……………………………………………………………………………………………………...………18 2 Company Overview……………………………………………………………………………………………..………..18 Timeline/History of the Company…………………………………………………………………….………18 Recent Turnaround and M&A………………………………………………………………………….………20
    [Show full text]
  • Zale Corporation (Exact Name of Registrant As Specified in Its Charter)
    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 (Commission File Number) (IRS Employer Identification No.) incorporation) 901 West Walnut Hill Lane, Irving, TX 75038 (Address of principal executive officers) (Zip Code) Registrant’s telephone number, including area code: (972) 580-4000 N/A (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Merger Agreement On February 19, 2014, Zale Corporation, a Delaware corporation (the “ Company” or “Zale”) entered into an Agreement and Plan of Merger (the “ Merger Agreement”) with Signet Jewelers Limited, a Bermuda corporation (“ Signet”) and Carat Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Signet (“Merger Sub”). The Merger Agreement provides for, subject to the satisfaction or waiver of specified conditions, the acquisition of the Company by Signet at a price of $21 per share in cash (the “ Merger Consideration”).
    [Show full text]
  • ZALE Corporatlon 2012 ANNUAL REPORT
    ZALE CORPORATION 2012 ANNUAL REPORT Introducing Our Exclusive Collections A B C D A. The Fall Bridal Book Collection B. The Vera Wang LOVE Collection C. Candy Colored Diamonds and Gemstones™ D. The Celebration Diamond Collection™ Letter to our shareholders Dear Fellow Shareholders: • Continued to build and strengthen our core merchandise assortment, reaching our goal of I am pleased to report that the company continued to returning the core to approximately 85% of our make significant progress in fiscal 2012. From both a inventory mix, while we thoughtfully introduced financial and operating perspective, we are building on proprietary brands to our assortment including the the work we began in January 2010. At that time, we Vera Wang LOVE and Persona bead collections. established a multi-year turnaround plan with a goal of returning the business to profitability in fiscal 2013. • Expanded our omnichannel business model to provide guests access to our brands wherever and • Fiscal 2011 (Year One): Stabilize the Business whenever they choose – through web stores, mobile devices, social media and traditional stores. • Fiscal 2012 (Year Two): Establish Sustainable Growth • Implemented a program to provide alternative • Fiscal 2013 (Year Three): Return to Profitability and financing options to our U.S. fine jewelry guests Create Long-Term Shareholder Value who do not qualify for financing through our primary Citi credit program. In Year One, we stabilized the business by securing the financing required to execute the plan. Key elements • Increased organizational effectiveness by making of the plan were rebuilding our core merchandise deliberate, thoughtful investments in people and assortment and investing in our store teams.
    [Show full text]
  • Zale Corporation
    _____________________________________________ ________________________________________ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K For the fiscal year ended July 31, 2005 Zale Corporation A Delaware Corporation IRS Employer Identification No. 75-0675400 SEC File Number 1-04129 901 W. Walnut Hill Lane Irving, Texas 75038-1003 (972) 580-4000 Zale Corporation’s common stock, par value $.01 per share, is registered pursuant to Section 12 (b) of the Securities Exchange Act of 1934 (the “Act”) and is listed on the New York Stock Exchange. Zale Corporation (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Act during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Disclosure of the delinquent filers pursuant to Item 405 of Regulation S-K is contained in a definitive proxy statement, portions of which are incorporated by reference in Part III of this Form 10-K. The aggregate market value of Zale Corporation’s common stock (based upon the closing sales price quoted on the New York Stock Exchange) held by non-affiliates as of January 31, 2005 was $1,338,900,968. As of September 23, 2005, 50,317,693 shares of Zale Corporation’s common stock were outstanding. For this purpose, directors and officers have been assumed to be affiliates. Zale Corporation is an accelerated filer. Zale Corporation is not a shell company. DOCUMENTS INCORPORATED BY REFERENCE. Portions of Zale Corporation’s Proxy Statement for the 2005 Annual Meeting of Stockholders to be held on November 11, 2005 are incorporated by reference into Part III.
    [Show full text]