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ZALE CORP FILES (8-K) Disclosing Termination of a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Material Modification to Rights of Security Holders, Changes in Control or Registrant, Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

May 30, 2014



Item 1.02. Termination of a Material Definitive Agreement.

In connection with the consummation of the Merger, on May 29, 2014, the Company and certain affiliates of the Company that were Borrowers (as defined in the following agreements) under the following agreements, as applicable, repaid all outstanding obligations in respect of principal, interest and fees under such agreements and terminated all applicable commitments:

(a) Second Amended and Restated Credit Agreement, dated as of July 24, 2012, among the Company and certain of its subsidiaries, as borrowers, Bank of America, N.A., as administrative agent and collateral agent, Bank of America, N.A. and Wells Fargo Bank, N.A., as co-borrowing base agents, Wells Fargo Capital Finance, LLC and JPMorgan Chase Bank, N.A., as co-syndication agents, CIT Finance LLC, RBS Business Capital and PNC Bank, National Association, as co-documentation agents, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Wells Fargo Capital Finance, LLC and J.P. Morgan Securities LLC, as joint lead arrangers and joint bookrunners, and the facility guarantors and lenders party thereto; and

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(b) Amended and Restated Credit Agreement, dated as of July 24, 2012, among the Company and certain of its subsidiaries, as borrowers, Z Investment Holdings, LLC, as administrative agent, and the facility guarantors and lenders party thereto.

Item 2.01. Completion of Acquisition or Disposition of Assets.

The disclosure set forth in the section above titled "Introduction" is incorporated herein by reference.

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On May 29, 2014, in connection with the consummation of the Merger, the Company notified NYSE that trading in the Company's common stock should be suspended and the listing of the Company's common stock on NYSE should be removed, in each case, prior to market open on May 30, 2014. In addition, the Company requested that NYSE file with the SEC an application on Form 25 to delist the Company's common stock from the NYSE and deregister the Company's common stock under Section 12(b) of the Securities Exchange Act of 1934 (the "Exchange Act"). The Company intends to file with the SEC a Form 15 with respect to the Company's common stock, requesting the deregistration of the Company's common stock under Section 12(g) of the Exchange Act and the suspension of the Company's reporting obligations under Sections 13 and 15(d) of the Exchange Act.

Item 3.03. Material Modification to Rights of Security Holders.

The disclosure set forth in the section above titled "Introduction" is incorporated herein by reference.

Item 5.01. Changes in Control of Registrant.

Pursuant to the Merger Agreement, at the Effective Time, the Company became a wholly owned subsidiary of Signet. The disclosure set forth in the section above titled "Introduction" is incorporated herein by reference.

The Merger Consideration was funded with a combination of (i) proceeds received in connection with the issuance by Signet UK Finance plc, a wholly owned subsidiary of Signet, of 4.700% Senior Notes due 2024, (ii) borrowings under an Amended and Restated Credit Agreement, dated as of May 27, 2014, by and among Signet, Signet Group Limited, Signet Group Treasury Services Inc. and Sterling Jewelers Inc. ("SJI"), as borrowers, the additional borrowers from time to time party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the other parties thereto, (iii) proceeds from the securitization of credit card receivables originated from time to time by SJI and (iv) existing cash on-hand.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with the Merger, and at the Effective Time, each of the nine directors of the Company immediately prior to the Effective Time (Neale Attenborough, Yuval Braverman, Terry Burman, David F. Dyer, Kenneth B. Gilman, Theo Killion, John B. Lowe, Jr., Joshua Olshansky and Beth M. Pritchard) voluntarily resigned from the Board of Directors of the Company, and Ronald W. Ristau, Lynn Dennison and Michael W. Barnes became the directors of the Company.

On May 30, 2014, Jim Sullivan resigned as Vice President, Controller and Chief Accounting Officer of the Company, effective immediately.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Pursuant to the terms of the Merger Agreement, and at the Effective Time, the certificate of incorporation of the Company was amended and restated in its entirety, and the bylaws of Merger Sub as in effect immediately prior to the Effective Time became the bylaws of the Company (other than as to the name of the Company, which remains "Zale Corporation"). Copies of the amended and restated certificate of incorporation of the Company and the bylaws of the Company are filed as Exhibits 3.1 and 3.2 hereto, respectively, and are incorporated herein by reference.

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Item 9.01. Financial Statements and Exhibits.

(d) Exhibits Exhibit No. Description 2.1 Agreement and Plan of Merger, dated as of February 19, 2014, among Zale Corporation, Signet Jewelers Limited and Carat Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the SEC on February 19, 2014). 3.1 Amended and Restated Certificate of Incorporation of Zale Corporation. 3.2 Amended and Restated Bylaws of Zale Corporation. ***********



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