ZALE CORP

election_required = True...ockholders should be aware that this election could mean that none of their shares will be purchased if they check a box other than the box representing the price at or below the purchase price. IN ADDITION, ODD LOT HOLDERS WHO TENDER ALL OF THEIR SHARES MUST COMPLETE THE SECTION ENTITLED "ODD LOTS" IN THE LETTER OF TRANSMITTAL TO QUALIFY FOR THE PREFERENTIAL TREATMENT AVAILABLE TO ODD LOT HOLDERS AS SET FORTH IN SECTION 1. STOCKHOLDERS HOLDING THEIR SHARES THROUGH A BROKER, DEALER, COMMERCIAL BANK, TRUST COMPANY OR OTHER NOMINEE MUST CONTACT THE NOMINEE IN ORDER TO TENDER THEIR SHARES. STOCKHOLDERS WHO HOLD SHARES THROUGH NOMINEES ARE URGED TO CONSULT THEIR NO...

expiry = 2003-07-29...h by ZALE CORPORATION of Up to 6,400,000 Shares of its Common Stock at a Purchase Price not greater than $48.00 nor less than $42.00 per share THE TENDER OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON TUESDAY, JULY 29, 2003, UNLESS THE TENDER OFFER IS EXTENDED. We invite our stockholders to tender up to 6,400,000 shares of our common stock for purchase by us at a price not greater than $48.00 nor less than $42.00 per share, net to the seller in cash, without...

expiry = 2003-07-29...H BY ZALE CORPORATION OF UP TO 6,400,000 SHARES OF ITS COMMON STOCK AT A PURCHASE PRICE NOT GREATER THAN $48.00 NOR LESS THAN $42.00 PER SHARE THE TENDER OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON TUESDAY, JULY 29, 2003, UNLESS THE TENDER OFFER IS EXTENDED. Zale Corporation, a Delaware corporation ("Zale"), is inviting its stockholders to tender up to 6,400,000 shares of its common stock, $.01 par value per share, for purchase by Zale at a price not great...

mechanism = DUTCH...1. The tender offer is not conditioned on any minimum number of shares being tendered. See Section 7. WHAT WILL THE PURCHASE PRICE FOR THE SHARES BE AND WHAT WILL BE THE FORM OF PAYMENT? We are conducting the tender offer through a procedure commonly called a modified "Dutch Auction." This procedure allows you to select the price within a price range specified by us at which you are willing to sell your shares. The price range for the tender offer is $42.00 to $48.00 per share. We will select the lowest purchase price that will allow us to buy 6,400,000 shares or, if fewer shares are properly tendered, all shares th...

must_tender_all = True...ur 401(k) Plan" sent to them separately. See Section 4. IN WHAT ORDER WILL YOU PURCHASE THE TENDERED SHARES? We will purchase shares: - first, from all holders of "odd lots" of less than 100 shares (not including any equivalent shares held in our 401(k) Plan) who properly tender all of their shares at or below the purchase price selected by us and do not properly withdraw them before the expiration date; - second, after purchasing the shares from the "odd lot" holders, from all other stockholders who properly tender shares at or below the purchase price selected by us (including participants in our 401(k) Plan and stockholders who...

price = USD 42.0-48.0...re commonly called a modified "Dutch Auction." This procedure allows you to select the price within a price range specified by us at which you are willing to sell your shares. The price range for the tender offer is $42.00 to $48.00 per share. We will select the lowest purchase price that will allow us to buy 6,400,000 shares or, if fewer shares are properly tendered, all shares that are properly tendered and not properly withdrawn. We will purchas...

threshold = 100...en though those shares were tendered at prices at or below the purchase price. Odd Lots. For purposes of the tender offer, the term "odd lots" means all shares properly tendered at prices at or below the purchase price selected by us held by a stockholder, an odd lot holder, who owns beneficially or of record an aggregate of fewer than 100 shares (not including any shares held in our 401(k) Plan) and so certifies in the appropriate place on the related Letter of Transmittal. To qualify for this preference, an odd lot holder must tender all shares owned beneficially or of record by the odd lot holder in accordance with the procedures described in Section 3. As set forth above, odd...

txn_type = TENDER_OFFEREX-99.(A)(1)(I) 3 g83544exv99wxayx1yxiy.txt EX-(A)(1)(II) OFFER TO PURCHASE Exhibit (a)(1)(i) Offer to Purchase for Cash by ZALE CORPORATION of Up to 6,400,000 Shares of its Common Stock at a Purchase Price not greater than $48.00 nor less than $42.00 per share THE TENDER OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON TUESDAY, JULY 29, 2003, UNLESS THE TENDER...

txn_type = TENDER_OFFEREX-99.(A)(5)(I) 3 g83676exv99wxayx5yxiy.txt EX-99(A)(5(I) SUMMARY OF ADVERTISEMENT EXHIBIT 99(a)(5)(i) This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares. The tender offer is made solely by the Offer to Purchase dated July 1, 2003 and the related Letter of Transmittal, and any amendments or supplements thereto. The tender offer is not being made to, nor will tenders be accepted from or on behalf of holders of shares in any jurisdiction in whic...