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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
Current Report
Dated February 2, 2006
of
ZALE CORPORATION
A Delaware Corporation
IRS Employer Identification No. 75-0675400
SEC File Number 001-04129
901 West Walnut Hill Lane
Irving, Texas 75038
(972) 580-4000
[_] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Securities Act
(17 CFR 240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Securities Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Securities Act (17 CFR 240.13e-2(c))
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Item 2.02. Results of Operations and Financial Condition
On February 2, 2006, Zale Corporation issued a press release reporting
its sales results for the second fiscal quarter ended January 31, 2006. A copy
of the press release is being furnished as Exhibit 99.1 and is incorporated
herein by reference.
The attached press release includes a presentation of revenues for the
three months and six months ended January 31, 2006, excluding the results of 29
Bailey Banks & Biddle stores (the "Liquidating Stores") previously announced as
designated for closure that were managed by an independent liquidator during the
period. The presentation of revenues, excluding the results of the Liquidating
Stores, is not a measure of financial performance under generally accepted
accounting principles ("GAAP") and should not be considered as an alternative to
revenues as computed under GAAP for the applicable period, which include the
results of the Liquidating Stores.
The Company believes that a presentation of revenues excluding the
results of the Liquidating Stores is helpful to investors because the
Liquidating Stores were not operated in a manner consistent with the Company's
ongoing operations. The Liquidating Stores were in the process of liquidating
inventory and were managed by an independent liquidator during the period. In
addition, in the Liquidating Stores, the independent liquidator also sold other
merchandise that was not owned by the Company. In light of the significant
differences in the operations of the Liquidating Stores, management does not
consider the results of the Liquidating Stores in its computation of comparable
store sales and will use revenue measures adjusted to exclude the results of the
Liquidating Stores as part of its evaluation of the performance of the Company.
The information set forth under this Item 2.02 and in Exhibit 99.1 is
being furnished and shall not be deemed "filed" for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933, as
amended, except as shall be expressly set forth by specific reference in such
filing.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
ZALE CORPORATION
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Registrant
Date: February 2, 2006 By: /s/ Cynthia T. Gordon
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Cynthia T. Gordon
Senior Vice President,
Controller
(principal accounting officer
of the Registrant)
EXHIBIT INDEX
99.1 Press Release of Zale Corporation issued February 2, 2006