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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
ZALE CORPORATION
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
988858-10-6
(CUSIP Number)
JOHN F. HARTIGAN, ESQ. MORGAN, LEWIS & BOCKIUS LLP
801 SOUTH GRAND AVENUE, LOS ANGELES, CA 90017
(213) 612-2500
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
JULY 29, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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SCHEDULE 13D
CUSIP No. 988858-10-6
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
APOLLO JEWELRY PARTNERS, L.P.
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(A) [ ]
(B) [ ]
3) SEC USE ONLY
4) SOURCE OF FUNDS*
OO; WC
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or(E) [ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
(7) SOLE VOTING POWER 2,125,854 SHARES
NUMBER OF
SHARES
BENEFICIALLY (8) SHARED VOTING POWER 0 SHARES
OWNED BY
EACH
REPORTING (9) SOLE DISPOSITIVE POWER 2,125,854 SHARES
PERSON
WITH
(10) SHARED DISPOSITIVE POWER 0 SHARES
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,125,854 SHARES
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.0%
14) TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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AMENDMENT NO. 1 TO
STATEMENT PURSUANT TO RULE 13d-1
OF THE
GENERAL RULES AND REGULATIONS
UNDER THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
Item 1. Security and Issuer.
This Amendment No. 1 to Statement on Schedule 13D (the
"Amendment"), to the Statement on Schedule 13D filed by the Company on August
6, 1993 (the "Original Statement", and together with the Amendment the
"Statement") relates to the Common Stock, par value $.01 per share ("Common
Stock"), of Zale Corporation, a Delaware corporation ("Zale" or the "Company").
The principal executive offices of Zale are located at 901 W. Walnut Hill Lane
Irving, Texas, 75038-1003.
Pursuant to Rule 101(a)(v)(2)(ii) of Regulation S-T, because
this Amendment is the first electronic amendment to a paper format Schedule
13D, the amendment restates the entire text of the Schedule 13D other than
previously filed paper exhibits thereto.
Item 2. Identity and Background.
This Statement is filed by Apollo Jewelry Partners, L.P., a
Delaware limited partnership ("Apollo Jewelry"). Apollo Jewelry is referred to
herein as the "Reporting Person."
The Reporting Person is principally engaged in the investment
in Common Stock of Zale. The address of the Reporting Person's principal
business and of its principal office is c/o CIBC Bank and Trust Company
(Cayman) Limited, Edward Street, Georgetown, Grand Cayman, Cayman Islands,
British West Indies.
The sole general partner of the Reporting Person is AIF II,
L.P., a Delaware limited partnership ("AIF"). AIF is principally engaged in
the business of investment in securities. The address of AIF's principal
business and of its principal office is c/o CIBC Bank and Trust Company
(Cayman) Limited, Edward Street, Georgetown, Grand Cayman, Cayman Islands,
British West Indies.
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The managing general partner of AIF is Apollo Advisors, L.P.,
a Delaware limited partnership ("Advisors"). The administrative general
partner of AIF is Apollo Fund Administration Limited, a Cayman Islands
corporation. Advisors is principally engaged in the business of serving as
managing general partner of AIF and another investment fund. Apollo Fund
Administration Limited is principally engaged in the business of serving as
administrative general partner of AIF and another investment fund. AIF has no
other general partners.
The respective addresses of the principal business and
principal office of each of Advisors and Apollo Fund Administration Limited
are: Apollo Advisors, L.P., Two Manhattanville Road, Purchase, New York 10577;
and Apollo Fund Administration Limited, c/o CIBC Bank and Trust Company
(Cayman) Limited, Edward Street, Georgetown, Grand Cayman, Cayman Islands,
British West Indies.
Attached as Appendix A to Item 2 is information concerning the
principals, executive officers, directors and principal shareholders of the
Reporting Person and other entities as to which such information is required to
be disclosed in response to Item 2 and General Instruction C to Schedule 13D.
Neither the Reporting Person, AIF, Advisors, Apollo Fund
Administration Limited nor any of the persons or entities referred to in
Appendix A to Item 2 has, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations and similar misdemeanors) or
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to
a judgment, decree, or final order enjoining future violations of, or
prohibiting or mandating activities subject to, Federal or state securities
laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The Plan of Reorganization Under Chapter ll of the Bankruptcy
Code for Zale Corporation and its Affiliated Debtors, jointly administered
under Case No. 392-3000l-SAF-ll (the "Plan of Reorganization") was confirmed by
the Bankruptcy Court for the Northern District of Texas, Dallas Division, on
May 20, 1993, and became effective on July 30, 1993. Pursuant to contribution
agreements between the Reporting Person and its partners, the partners of the
Reporting Person irrevocably committed to deliver to the Reporting Person all
of the shares of Common Stock to be issued to them upon consummation of the
Plan of Reorganization as part of the consideration to discharge claims in
respect of (i) $400,000 in aggregate principal amount of 11.50% Senior Notes of
Zale due 1992, (ii) $12,980,000 in aggregate principal amount of 11. 90%
Senior Notes of Zale due 995, (iii) $13,980,000 in aggregate principal amount
of 12.20% Senior Notes of Zale due 1997, (iv) $15,000,000 in aggregate
principal amount of 13.25% Senior Debentures of Zale due 2001 and (v)
$2,620,000 in aggregate principal amount of 13.125% Senior Subordinated
Debentures of Zale due 2007. Upon the consummation of the Plan of
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Reorganization, the Reporting Person acquired an aggregate of 1,220,112 shares
of Common Stock of Zale as part of the consideration to discharge such claims.
In addition, in connection with the discharge of such claims, the Reporting
Person was issued 26,200 Warrants to Purchase Common Stock, Series A (the
"Series A Warrants") which entitled the Reporting Person to purchase 26,200
shares of Common Stock at a price per share of $10.368 for a five-year period
commencing on July 30, 1993. See also Item 4.
On May 27, 1993, prior to the effectiveness of the Plan of
Reorganization, the Reporting Person purchased, on a when issued basis,
1,000,000 shares of Common Stock at a price per share of $12.20. In addition,
on June 6, 1993, prior to the effectiveness of the Plan of Reorganization, the
Reporting Person purchased, on a when issued basis, an additional 1,225,000
shares of Common Stock at a price per share of $11.125. Accordingly, on the
effective date of the Plan of Reorganization on July 30, 1993, the Reporting
Person acquired beneficial ownership of such shares of Common Stock. On
August 4, 1993, the Reporting Person purchased, on a when issued basis, an
additional 1,400,000 shares of Common Stock at a price per share of $10.00.
None of the shares purchased as aforesaid had been issued as of the date of the
filing of the Original Statement. The funds used by the Reporting Person to
acquire such shares were provided by capital contributions of the partners of
the Reporting Person and working capital of the Reporting Person available for
investment.
Item 4. Purpose of Transaction. (As Amended)
The Reporting Person acquired beneficial ownership of the
shares of Common Stock described in Item 3 to which the Original Statement
related as a result of the consummation of the Plan of Reorganization, the
contribution agreements pursuant to which the partners of the Reporting Person
irrevocably committed to deliver to the Reporting Person all of the shares of
Common Stock to be issued to them upon consummation of the Plan of
Reorganization, and the additional purchases described above. The receipt of
such shares upon the consummation of the Plan of Reorganization may give the
Reporting Person the ability to influence control of the issuer, and the
Reporting Person may attempt to exercise such influence from time to time. The
Reporting Person may acquire additional shares from time to time, in the open
market or otherwise, subject to, among other things, market conditions.
On June 4, 1996, the Company filed a Registration Statement on
Form S-3, as amended by Amendment No. 1 filed on June 21, 1996, and by
Amendment No. 2 filed on July 24, 1996 (the "Registration Statement") with the
Securities and Exchange Commission (the "Commission") registering an aggregate
of 2,750,000 shares (including 250,000 shares which were sold by the Reporting
Person to cover over-allotments) of the Common Stock of the Company (the
"Securities"). On July 24, 1996, the Registration Statement was declared
effective by the Commission, and on July 29, 1996, the sale of the Securities
was closed. The Registration Statement is listed as an exhibit to this
Amendment and is incorporated herein by reference. The
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terms and conditions of the sale of the Securities to the public are set forth
in an underwriting agreement (the "Underwriting Agreement"), which was entered
into on July 23, 1996. The Underwriting Agreement is also listed as an exhibit
to this Amendment and is incorporated herein by reference.
The Reporting Person intends to review on a continuing basis
its investment in the Common Stock of the Company and may dispose or acquire
from time to time additional shares of the Common Stock of the Company. The
Reporting Person retains the right at all times to sell or otherwise dispose of
all or any part of its holdings of the Common Stock of the Company in private or
open market transactions or pursuant to an effective registration statement
under the Securities Act of 1933, as amended (the "Securities Act"), and
applicable state securities laws, or under an exemption from such registration
available under the Securities Act (including Rule 144 and Rule 144A) and
applicable state securities laws and subject, nevertheless, to the disposition
of its property being at all times within its control. Except as disclosed in
this Item 4, the Reporting Person has no current plans or proposals which relate
or would result in any of the events described in Items (a) through (j) of the
instructions to Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer. (As Amended)
The Reporting Person acquired beneficial ownership of the
shares of Common Stock described in Item 3 to which the Original Statement
related as a result of the consummation of the Plan of Reorganization, the
contribution agreements and the additional purchases described above.
(1) Upon consummation of the Plan of Reorganization, the
Reporting Person beneficially owned an aggregate of 4,871,312 shares of Common
Stock (including 26,200 shares issuable upon exercise of Series A Warrants) or
13.9% of the Common Stock. After giving effect to the sale of shares in July
1996, the Reporting Person currently owns 2,125,854 shares of Common Stock
representing 6.0% of the Common Stock. Beneficial ownership of such shares was
acquired as described in Item 3 and Item 4.
(2) The number of shares of Common Stock as to which there
is sole power to vote or to direct the vote, shared power to vote or to direct
the vote, sole power to dispose or direct the disposition, or shared power to
dispose or direct the disposition for the Reporting Person is set forth in the
cover pages and such information is incorporated herein by reference.
(3) There were no reportable transactions with respect to
the Common Stock within the 60 days preceding the filing date of the Original
Statement by the Reporting Person except for the acquisition of beneficial
ownership of the shares of Common Stock reported on the Original Statement.
(4) Not applicable.
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(5) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to the Securities of the Issuer.
The responses to Item 3 and Item 4 are incorporated herein by
reference.
Item 7. Material to be Filed as Exhibits.
1. Plan of Reorganization, as amended and supplemented to date (filed as
Disclosure Statement Pursuant to Section 1125 of the Bankruptcy Code with
Respect to the Plan of Reorganization under Chapter Il of the Bankruptcy
Code for Zale Corporation and its Affiliated Debtors dated March 22, 1993,
as filed with the Securities and Exchange Commission with the Company's
Form T-3 (No. 22-24068) on April 2, 1993, and incorporated by reference
herein pursuant to Rule 12b-32 of the Securities Exchange Act of 1934, as
amended).
2. Form of Contribution Agreement (general partner) (filed as paper exhibit
to Original Statement).
3. Form of Contribution Agreement (limited partner) (filed as paper exhibit
to Original Statement).
4. Underwriting Agreement, dated July 23, 1996, among the Reporting Person
the Company and the underwriters (filed as an Exhibit to Amendment No. 2
to Registration Statement on Form S-3, as filed with the Commission on
July 24, 1996, file No. 333-05131, and incorporated by reference herein
pursuant to Rule 12b-32 of the Securities Exchange Act of 1934, as
amended).
5. Registration Statement on Form S-3 filed by the Company with the
Commission on June 4, 1996, as amended by Amendment No. 1 filed with the
Commission on June 21, 1996, and by Amendment No. 2 filed with the
Commission on July 24, 1996 (previously filed by the Company as
Registration No. 333-05131 and incorporated by reference herein pursuant
to Rule 12b-32 of the Securities Exchange Act of 1934, as amended).
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: July 29, 1996
APOLLO JEWELRY PARTNERS, L.P.
By: AIF II, L.P., its General Partner
By: Apollo Advisors, L.P., its Managing
General Partner
By: Apollo Capital management, Inc.,
its General Partner
By: /s/ Michael D. Weiner
------------------------------------
Name: Michael D. Weiner
Title: Vice President, Apollo Capital
Management, Inc.
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APPENDIX A TO ITEM 2
The following sets forth information with respect to the
general partners, executive officers, directors and principal shareholders of
AIF, Advisors, which is the managing general partner of AIF, Apollo Capital
Management, Inc., a Delaware corporation which is the sole general partner of
Advisors ("Capital Management"), and Apollo Fund Administration Limited
("Administration").
Messrs. Leon D. Black and John J. Hannan, each of whom is a
United States citizen, are founding principals of Advisors and executive
officers of Capital Management. Messrs. Black and Hannan are also founding
principals of Lion Advisors, L.P. ("Lion") and Apollo Real Estate Advisors, L.P.
("AREA"). The principal business of Advisors and Lion is to provide advice
regarding investments in securities and the principal business of AREA is to
provide advice regarding investments in real estate and real estate-related
investments. Advisors, together with an affiliate, acts as managing general
partner of Apollo Investment Fund, L.P., AIF and Apollo Investment Fund III,
L.P., private securities investment funds; and AREA, together with an affiliate,
acts as managing general partner of Apollo Real Estate Investment Fund, L.P. and
Apollo Real Estate Investment Fund II, L.P., private real estate investment
funds. Capital Management is principally engaged in the business of serving as
general partner of Advisors. The principal offices of Lion and Capital
Management are located at Two Manhattanville Road, Purchase, New York 10577.
Mr. Black is the President and a director of Capital
Management. Mr. Black's business address is Two Manhattanville Road, Purchase,
New York 10577.
Mr. Hannan is a Vice President and director of Capital
Management. Mr. Hannan's business address is Two Manhattanville Road, Purchase,
New York 10577.
Peter Henry Larder, Michael Francis Benedict Gillooly, Ian
Thomas Patrick and Martin William Laidlaw, each of whom is a British citizen,
each serve as a director of Administration. Each of the above four individuals
is principally employed by CIBC Bank and Trust Company (Cayman) Limited
("CIBC") in the following positions: Mr. Larder, Managing Director; Mr.
Gillooly, Deputy Managing Director; Mr. Patrick, Manager-Accounting Services;
and Mr. Laidlaw, Senior Fund Accountant. CIBC is a Cayman Islands corporation
which is principally engaged in the provision of trust, banking and corporate
administration services, the principal address of which is Edward Street, Grand
Cayman, Cayman Islands, British West Indies. It provides accounting,
administrative and other services to Administration pursuant to a contract.
Messrs. Black and Hannan are the beneficial owners of the stock of
Administration.
