Item 8.01. Other Events
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. On May 23, 2014, the Court denied the motion of the plaintiffs in
the consolidated lawsuit for a preliminary injunction preventing consummation of
On May 27, 2014, Zale issued a press release announcing that Egan-Jones, a
leading proxy advisory firm, recommends that Zale stockholders vote "FOR" the
merger. Additionally, on May 27, 2014, Zale issued a press release responding to
a report issued by Glass, Lewis & Co. Copies of such press releases are attached
hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by
Item 9.01. Financial Statements and Exhibits.
99.1 Press release, dated May 27, 2014.
99.2 Press release, dated May 27, 2014.
Cautionary Statement Regarding Forward-Looking Statements
Any statements in this communication about Zale's
expectations, beliefs, plans,
objectives, prospects, financial condition, assumptions or future events or
performance that are not historical facts, including statements regarding the
proposed acquisition of Zale
by Signet (the "proposed transaction") and the
expected timetable for completing the proposed transaction that are not
historical facts, are forward-looking statements. These statements are often,
but not always, made through the use of words or phrases such as "believe,"
"anticipate," "should," "intend," "plan," "will," "expect(s)," "estimate(s),"
"project(s)," "positioned," "strategy," "outlook" and similar expressions. All
such forward-looking statements involve estimates and assumptions that are
subject to risks, uncertainties and other factors that could cause actual
results or events to differ materially from those expressed in the statements.
Among the key factors that could cause actual results to differ materially from
those projected in the forward-looking statements, are the following: the
parties' ability to consummate the proposed transaction on the expected
timetable or at all; the conditions to the completion of the proposed
transaction, including the receipt of stockholder approval; operating costs,
customer loss and business disruption (including difficulties in maintaining
relationships with employees, customers, competitors or suppliers) may be
greater than expected following the announcement of the proposed transaction;
the retention of certain key employees of Zale
may be difficult; Zale
to intense competition and increased competition is expected in the future; and
general economic conditions that are less favorable than expected. Additional
information and other factors are contained in Zale's
Annual Report on Form 10-K
for the fiscal year ended July 31, 2013
and subsequent reports on Form 10-Q and
Form 8-K filed with the Securities and Exchange Commission
(the "SEC"). Because
the factors referred to above and other risk factors, including general industry
and economic conditions, could cause actual results or outcomes to differ
materially from those expressed or implied in any forward-looking statements,
you should not place undue reliance on any such forward-looking statements.
Further, any forward-looking statement speaks only as of the date of this
communication, based on information available to Zale
as of the date hereof, and
disclaims any obligation to update any forward-looking statement to reflect
events or circumstances after such date.