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EXHIBIT 99.2
NOTICE OF GUARANTEED DELIVERY
FOR TENDER OF 8 1/2% SERIES B SENIOR NOTES DUE 2007
OF
ZALE CORPORATION
GUARANTEED BY ZALE DELAWARE, INC.
This Notice of Guaranteed Delivery, or one substantially equivalent to
this form, must be used to accept the Exchange Offer (as defined below) if (i)
certificates for the Company's (as defined below) 8 1/2% Series A Senior Notes
Due 2007 (the "Original Notes") are not immediately available, (ii) Original
Notes, the Letter of Transmittal and all other required documents cannot be
delivered to Bank One, N.A. (the "Exchange Agent") on or prior to the
Expiration Date (as defined in the Prospectus referred to below) or (iii) the
procedures for delivery by book-entry transfer cannot be completed on a timely
basis. This Notice of Guaranteed Delivery may be delivered by hand, overnight
courier or mail, or transmitted by facsimile transmission, to the Exchange
Agent. See "The Exchange Offer -- Procedures for Tendering Original Capital
Securities" in the Prospectus.
THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS:
BANK ONE, N. A.
By Mail: By Hand or Overnight Mail:
Bank One, N.A. Bank One, N.A.
Corporate Trust Operations Corporate Trust Operations
235 West Schrock Road 235 West Schrock Road
Columbus, Ohio 43271-0184 Westerville, Ohio 43081
FACSIMILE TRANSMISSIONS: (ELIGIBLE
INSTITUTIONS ONLY)
(614) 248-7234
Attention: Lora Marsch
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE OR TRANSMISSION OF THIS NOTICE OF GUARANTEED DELIVERY VIA FACSIMILE
TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO GUARANTEE SIGNATURES.
IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN
"ELIGIBLE INSTITUTION" UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE
MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE LETTER
OF TRANSMITTAL.
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Ladies and Gentlemen:
The undersigned hereby tenders to Zale Corporation, a Delaware
corporation (the "Company"), upon the terms and subject to the conditions set
forth in the Prospectus dated November ___ 1997 (as the same may be amended or
supplemented from time to time, the "Prospectus"), and the related Letter of
Transmittal (which together constitute the "Exchange Offer"), receipt of which
is hereby acknowledged, the aggregate principal amount of Original Notes set
forth below pursuant to the guaranteed delivery procedures set forth in the
Prospectus under the caption "The Exchange Offer - - Procedures for Tendering
Original Notes."
Name(s) of Registered Holder(s):
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Aggregate Principal Amount Tendered:
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Certificate No(s):
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Address(es):
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Area Code and Telephone Number(s):
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If Original Notes will be tendered by book-entry transfer, provide the
following information:
Signature(s):
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DTC Account Number:
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Date:
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THE GUARANTEE ON THE REVERSE SIDE MUST BE COMPLETED
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GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a firm or other entity identified in Rule 17Ad-15
under the Securities Exchange Act of 1934, as amended, as an "eligible
guarantor institution," including (as such terms are defined therein): (i) a
bank; (ii) a broker, dealer, municipal securities broker, municipal securities
dealer, government securities broker, government securities dealer; (iii) a
credit union; (iv) a national securities exchange, registered securities
association or clearing agency; or (v) a savings association that is a
participant in a Securities Transfer Association recognized program (each of
the foregoing being referred to as an "Eligible Institution"), hereby
guarantees to deliver to the Exchange Agent, at any of its addresses set forth
above, either the Original Notes tendered hereby in proper form for transfer,
or confirmation of the book-entry transfer of such Original Notes to the
Exchange Agent's account at The Depositary Trust Company ("DTC"), pursuant to
the procedures for book-entry transfer set forth in the Prospectus, in either
case together with one or more properly completed and duly executed Letter(s)
of Transmittal (or facsimile thereof) and any other required documents within
five business days after the date of execution of this Notice of Guaranteed
Delivery.
The undersigned acknowledges that it must deliver the Letter(s) of
Transmittal and the Original Notes tendered hereby to the Exchange Agent within
the time period set forth above and that failure to do so could result in a
financial loss to the undersigned.
Name of Firm:
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Authorized Signature:
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Title:
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Address:
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Telephone Number:
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Date:
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NOTE: DO NOT SEND ORIGINAL NOTES WITH THIS NOTICE OF GUARANTEED
DELIVERY. ACTUAL SURRENDER OF ORIGINAL CAPITAL SECURITIES MUST BE MADE PURSUANT
TO, AND BE ACCOMPANIED BY, A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF
TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS.