SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No.)
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [ X ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Under Rule 14a-12
WHITEHALL JEWELLERS, INC.
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(Name of Registrant as Specified in Its Charter)
NEWCASTLE PARTNERS, L.P.
NEWCASTLE CAPITAL MANAGEMENT, L.P.
NEWCASTLE CAPITAL GROUP, L.L.C.
JWL ACQUISITION CORP.
MARK E. SCHWARZ
STEVEN J. PULLY
JOHN P. MURRAY
MARK A. FORMAN
CLINTON J. COLEMAN
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(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials:
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[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
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(1) Amount previously paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
Newcastle Partners, L.P. ("Newcastle"), together with the other
participants named herein, is filing materials contained in this Schedule 14A
with the Securities and Exchange Commission ("SEC") in connection with the
definitive filing with the SEC of a proxy statement and accompanying proxy card
to be used to solicit votes against proposals of Whitehall Jewellers, Inc. (the
"Company") relating to a pending financing transaction between the Company and
investment funds managed by Prentice Capital Management, L.P. and Holtzman
Opportunity Fund, L.P. and for the election of its slate of director nominees at
a special meeting of stockholders scheduled for January 19, 2006.
Item 1: On January 10, 2006, Newcastle issued the following press
release.
NEWS RELEASE
PRESS RELEASE [GRAPHIC OMITTED]
CONTACTS:
Daniel H. Burch (212)-929-5748
Jeanne M. Carr (212)-929-5916
MacKenzie Partners, Inc.
FOR IMMEDIATE RELEASE:
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ISS RECOMMENDS WHITEHALL JEWELLERS' SHAREHOLDERS VOTE AGAINST
THE PRENTICE FINANCING PROPOSALS AND FOR NEWCASTLE'S DIRECTOR NOMINEES
ISS REJECTS THE PRENTICE FINANCING WHICH WOULD, IF APPROVED, RESULT
IN A CHANGE IN CONTROL AT WHITEHALL WITHOUT A PREMIUM TO ALL SHAREHOLDERS
DALLAS, TX - JANUARY 10, 2006 - Newcastle Partners, L.P. announced that
Institutional Shareholder Services (ISS) has recommended that its clients vote
against the proposals put forth by Whitehall Jewellers, Inc (Pink Sheets : JWLR)
in connection with a series of financing transactions with investment funds
managed by Prentice Capital Management, L.P. and Holtzman Opportunity Fund, L.P.
ISS has also recommended that Whitehall shareholders reject the Prentice
nominees and vote for the Newcastle nominees.
Specifically, ISS has recommended that Whitehall Jewellers'
stockholders vote, using Newcastle's GREEN proxy card, AGAINST the proposed
issuance of shares of Whitehall common stock to the Prentice Group pursuant to
the terms of the proposed financing, AGAINST the proposal regarding a reverse
stock split that would facilitate the issuance of shares under the Prentice
financing transaction, and FOR Newcastle's director nominees.
If elected, the Newcastle directors will represent five seats on a
nine-member board. The Newcastle directors will, subject to their fiduciary
duties, recommend that the Whitehall directors remove Whitehall's impediments to
the offer like the poison pill and approve Newcastle's tender offer to acquire
all of the outstanding shares at $1.50 cash.
In reaching its decision to recommend a vote AGAINST the financing
proposals and for the Newcastle nominees, the ISS report stated: "The critical
issue in this contest is which alternative will maximize shareholder value:
....Newcastle's $1.50 offer if consummated would, on the other hand, provide
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immediate liquidity to shareholders at a premium to market." ISS went on to
point out that "the terms of the Prentice Financing, if approved, will have a
dilutive impact on shares outstanding resulting in a change in control of the
company with no premium offered to shareholders."
"We are pleased that ISS, the nation's largest proxy voting advisory
service, recommends that stockholders vote against the financing proposals put
forth by Whitehall," stated Mark Schwarz, managing member of Newcastle Partners.
"We believe that it is in the best interests of stockholders to vote for our
nominees and against Proposals 2 and 3 on our GREEN proxy card, in order to
prevent Prentice and Holtzman from obtaining control of 87% of the company
without paying a fair premium to all Whitehall shareholders."
Mr. Schwarz further stated: "We believe our offer provides Whitehall's
shareholders with a clearly superior alternative to the Prentice transaction.
With the elimination of the financing contingency condition from our offer, we
do not understand how the Board can justify selling up to 87% of Whitehall to
Prentice for as little as $.75 per share rather than allowing shareholders to
receive $1.50 per share now."
Newcastle, through its whole-owned subsidiary, commenced a cash tender
offer to purchase all of the outstanding shares of Whitehall on December 5,
2005. On January 4, 2006, Newcastle announced that it was increasing its offer
price to $1.50 per share, extending the termination date of the offer to 5:00
pm, New York City time on Friday, January 27, 2006 and eliminating or amending a
number of conditions to its offer. Newcastle now believes that the majority of
the remaining conditions are now solely in control of the Board of Directors of
Whitehall.
ISS is a leading proxy advisory firm that provides proxy
recommendations on mergers, restructurings and election contests to more than
750 institutional investors, mutual funds, public pension funds and other
fiduciaries.
If shareholders have any questions with respect to voting, they are
directed to call MacKenzie Partners, Newcastle Partners' proxy solicitor at
1-800-322-2885, or collect at 1-212-929-5500.
The solicitation and the offer to buy Whitehall Jewellers, Inc.'s
common stock is only made pursuant to the Offer to Purchase and related
materials that Newcastle Partners, L.P. and JWL Acquisition Corp. filed on
December 5, 2005, as amended December 22, 2005, January 4, 2006, January 5, 2006
and January 9, 2006. Stockholders should read the Offer to Purchase and related
materials carefully because they contain important information, including the
terms and conditions of the offer. Stockholders can obtain the Offer to Purchase
and related materials free at the SEC's website at www.sec.gov, from MacKenzie
Partners, the Information Agent for the offer, or from Newcastle Partners, L.P.
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CERTAIN INFORMATION CONCERNING PARTICIPANTS
Newcastle Partners, L.P. ("Newcastle"), together with the other Participants (as
defined below), has made a definitive filing with the SEC of a proxy statement
(the "Definitive Proxy Statement") and accompanying proxy card to be used to
solicit votes against proposals of Whitehall Jewellers, Inc. (the "Company")
relating to a pending financing transaction between the Company and investment
funds managed by Prentice Capital Management, L.P. and Holtzman Opportunity
Fund, L.P. and for the election of its slate of director nominees at a special
meeting of stockholders scheduled for January 19, 2006 (the "Special Meeting").
NEWCASTLE ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT
AND OTHER PROXY MATERIALS RELATING TO THE SPECIAL MEETING AS THEY BECOME
AVAILABLE BECAUSE THEY CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS ARE
AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION,
THE PARTICIPANTS IN THE SOLICITATION WILL PROVIDE COPIES OF THE PROXY MATERIALS,
WITHOUT CHARGE, UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE
PARTICIPANTS' PROXY SOLICITOR, MACKENZIE PARTNERS, INC., AT ITS TOLL-FREE
NUMBER: (800) 322-2885 OR BY E-MAIL AT: PROXY@MACKENZIEPARTNERS.COM.
THE PARTICIPANTS IN THE PROXY SOLICITATION ARE NEWCASTLE PARTNERS, L.P.,
NEWCASTLE CAPITAL MANAGEMENT, L.P., NEWCASTLE CAPITAL GROUP, L.L.C, JWL
ACQUISITION CORP., MARK E. SCHWARZ, STEVEN J. PULLY, JOHN P. MURRAY, MARK A.
FORMAN AND CLINTON J. COLEMAN (THE "PARTICIPANTS"). INFORMATION REGARDING THE
PARTICIPANTS AND THEIR DIRECT OR INDIRECT INTERESTS IS AVAILABLE IN THE SCHEDULE
13D JOINTLY FILED WITH THE SEC ON APRIL 19, 2005, AS SUBSEQUENTLY AMENDED ON
JULY 7, 2005, OCTOBER 27, 2005, NOVEMBER 30, 2005, DECEMBER 5, 2005, DECEMBER
14, 2005, DECEMBER 29, 2005, JANUARY 5, 2006 AND JANUARY 9, 2006 AND THE
DEFINITIVE PROXY STATEMENT.
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