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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. 2)(1)
Zale Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
988858 10 6
(CUSIP Number)
John Hartigan, Esq.
Morgan, Lewis & Bockius LLP
801 South Grand Avenue
Los Angeles, California 90017
(213) 612-2500
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 11, 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.
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(1) 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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CUSIP NO. 988858 10 6 13D PAGE 2 OF 4 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Apollo Jewelry Partners, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or (e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
NUMBER OF 0
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SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
-----------------------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 0
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REPORTING 10 SHARED DISPOSITIVE POWER
PERSON 0
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WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
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14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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STATEMENT PURSUANT TO RULE 13d-1
OF THE
GENERAL RULES AND REGULATIONS
UNDER THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
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The Statement on Schedule 13D of Apollo Jewelry Partners, L.P. (the "Reporting
Person") relating to the Common Stock, par value $.01 per share ("Common
Stock"), of Zale Corporation, a Delaware corporation ("Zale"), is hereby amended
by adding the following to Item 5:
Item 5. Interest in Securities of the Issuer.
(a) As a result of the sale described in Item 5(c), the Reporting
Person no longer beneficially owns any shares of Common Stock of Zale.
(b) 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.
(c) On September 11, 1996, the Reporting Person sold all 2,125,854
shares of Common Stock of Zale owned by it in a transaction effected in the
public market.
(d) Not applicable.
(e) The Reporting Person ceased to be the beneficial owner of more than
five percent of the Common Stock of Zale on September 11, 1996.
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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: September 17, 1996
Apollo Jewelry Partners, L.P.
By: AIF II, L.P., its General Partner
By: Apollo Advisors, L.P., its General Partner
By: Apollo Capital Management, Inc.,
its General Partner
By: /s/ Michael D. Weiner
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Name: Michael D. Weiner
Title: Vice President, Apollo Capital
Management, Inc.
