UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Zale Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
988858106
(CUSIP Number)
December 31, 1998
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
schedule is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 the
disclosures provided in a prior cover page.
The information required in 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 Notes).
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CUSIP
NO.: 988858106
1. Name of reporting person S.S. or I.R.S. Identification No. of
reporting person: Lynch & Mayer, Inc.; 35-1654568
2. Check the appropriate box if a member of a group
(a) [ ]
(b) [ ]
3. SEC use only . . . . . . . . . . . . . . . . . . . . .
4. Citizenship or place of organization: Indiana
Number of shares beneficially owned by reporting person with:
5. Sole voting power: 1,372,937
6. Shared voting power: Not Applicable
7. Sole dispositive power: 1,372,937
8. Shared dispositive power: Not Applicable
9. Aggregate amount beneficially owned by reporting person: 1,372,937
10. Check if the aggregate amount in row (9) excludes certain shares:
Not Applicable
11. Percent of class represented by amount in row (9): 3.8%
12. Type of reporting person: IA
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Item 1 (a) Name of Issuer: Zale Corporation
Item 1 (b) Address of issuer's principal executive office:
901 West Walnut Hill Lane
Irving, TX 75038-1003
Item 2 (a) Name of person filing: Lynch & Mayer, Inc.
Item 2 (b) Address of principal business office:
520 Madison Avenue
New York, NY 10022
Item 2 (c) Citizenship: Indiana Corporation
Item 2 (d) Title of class of securities: Common Stock
Item 2 (e) CUSIP No.: 988858106
Item 3 If this statement is filed pursuant to
Rules 13d-1(b) or 13d-2(b), check whether the
person filing is a:
(a) [ ] Broker or dealer
(b) [ ] Bank
(c) [ ] Insurance company
(d) [ ] Investment company
(e) [x] Investment advisor
(f) [ ] Employee Benefit Plan or Endowment Fund
(g) [ ] Parent Holding Company
(h) [ ] Group
Item 4 Ownership:
(a) Amount beneficially owned: See No. 9 on cover page.
(b) Percent of class: See No. 11 on cover page.
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
(ii) shared power to vote or to direct the vote
(iii) sole power to dispose or to direct the disposition of
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(iv) shared power to dispose or to direct the disposition of
See Nos. 5, 6, 7 and 8 on cover page.
Item 5 Ownership of five percent or less of a class: If this statement is being
filed to report the fact that as of the date hereof the reporting person has
ceased to be the beneficial owner of more than five percent of the class of
securities, check the following [x]
Item 6 Ownership of more than five percent on behalf of another person:
Not applicable
Item 7 Identification and classification of the subsidiary which acquired
the security being reported on by the parent holding company:
Not applicable
Item 8 Identification and classification of members of the group:
Not applicable
Item 9 Notice of Dissolution of group:
Not applicable
Item 10 Certification:
By signing below the undersigned certifies that, to the best of his knowledge
and belief, the securities referred to above were acquired in the ordinary
course of business and were not acquired for the purpose of and do not have the
effect of changing or influencing the control of the issuer of such securities
and were not acquired in connection with or as a participant in any transaction
having such purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of his knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: February 5, 1999
By: /s/ Billie Cook
Name: Billie Cook
Title: Vice President
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