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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF
SECURITIES PURSUANT TO SECTION 12(B) OR (G)
OF THE SECURITIES EXCHANGE ACT OF 1934
ZALE CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 75-0675400
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
901 W. WALNUT HILL LANE
IRVING, TEXAS 75038-1003
(Address of principal executive offices) (Zip Code)
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If this Form relates to the registration of a class If this Form relates to the registration of a class
of debt securities and is effective upon filing of debt securities and is to become effective
pursuant to General Instruction A(c)(1) please check simultaneously with the effectiveness of a
the following box. [ ] concurrent registration statement under the
Securities Act of 1933 pursuant to General
Instruction A(c)(2) please check the following box.
[ ]
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Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be registered each class is to be registered
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Common Stock ($.01 par New York Stock Exchange
value per share)
Warrants to Purchase New York Stock Exchange
Common Stock, Series A
Securities to be registered pursuant to Section 12(g) of the Act:
None
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1: DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
This registration statement relates to the registration with the
Securities and Exchange Commission of shares of Common Stock, par value $.01
per share (the "Common Stock"), and Warrants to Purchase Common Stock, Series A
(the "Series A Warrants"), of Zale Corporation, a Delaware corporation (the
"Registrant").
COMMON STOCK
The description of the Common Stock to be registered hereunder set
forth under the caption "Common Stock" at page 2 of the Registrant's
Registration Statement on Form 8-A, filed with the Securities and Exchange
Commission (the "Commission") on April 26, 1993, as amended by Form 8-A/A filed
with the Commission on July 16, 1993, is incorporated herein by reference.
SERIES A WARRANTS
The description of the Series A Warrants to be registered hereunder
set forth under the caption "Series A Warrants" at page 4 of the Registrant's
Registration Statement on Form 8-A, filed with the Commission on April 26,
1993, as amended by Form 8-A/A filed with the Commission on July 16, 1993, is
incorporated herein by reference.
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ITEM 2: EXHIBITS
The Common Stock and Series A Warrants are to be registered on the New
York Stock Exchange, on which no other securities of the Company are
registered. Accordingly, the following exhibits required in accordance with
Part II to the Instructions as to Exhibits on Form 8-A have been duly filed
with the New York Stock Exchange:
(1) the Company's Annual Report on Form 10-K for the fiscal year
ended July 31, 1995;
(2) the Company's Quarterly Reports on Form 10-Q for the fiscal
quarters ended October 31, 1995 and January 31, 1996;
(3) the Company's Proxy Statement for the Annual Meeting of
Shareholders held on November 2, 1995;
(4) a copy of the Company's Restated Certificate of Incorporation;
(5) a copy of the Company's Bylaws;
(6) a copy of the Warrant Agreement dated July 30, 1993 between
the Company and The First National Bank of Boston, as warrant
agent;
(7) a specimen of the Company's Common Stock Certificate;
(8) a specimen of the Company's Series A Warrant Certificate
(included as Exhibit A to Exhibit (6) hereof);
(9) the Company's 1995 Annual Report to Shareholders; and
(10) the "Common Stock" and "Series A Warrants" sections included
in the Company's Registration Statement on Form 8-A filed with
the Commission on April 26, 1993, as amended on July 16, 1993.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, as amended, the registrant has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized.
ZALE CORPORATION
By: /s/ Alan P. Shor
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Name: Alan P. Shor
Title: Senior Vice President, General Counsel
and Secretary
Date: June 5, 1996
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