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.
- --------------------------------------------------------------------------------
(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
- --------------------------------------------------------------------------------
(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:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(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):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials:
- --------------------------------------------------------------------------------
/ / 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.
(1) Amount previously paid:
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
- --------------------------------------------------------------------------------
(3) Filing Party:
- --------------------------------------------------------------------------------
(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 25, 2006.
Item 1: On January 20, 2006, Newcastle issued the following press
release:
PRESS RELEASE
CONTACTS:
Daniel H. Burch (212)-929-5748
Jeanne M. Carr (212)-929-5916
MacKenzie Partners, Inc.
FOR IMMEDIATE RELEASE:
- ---------------------
NEWCASTLE PARTNERS PRESENTS WHITEHALL JEWELLERS WITH
COMPREHENSIVE DEFINITIVE OFFER TO CONSUMMATE ITS $1.50 PER SHARE
TENDER OFFER AND TO REFINANCE ALL WHITEHALL DEBT
DALLAS, TX - JANUARY 23, 2006 -- Newcastle Partners, L.P. announced today
that it had delivered to Whitehall Jewellers, Inc. (Pink Sheets: JWLR.PK), on
Friday, January 20, 2006 definitive documentation to consummate its $1.50 per
share tender offer for Whitehall and refinance Whitehall's debt. The
documentation sets forth in detail Newcastle's commitment, ability and intention
to consummate its $1.50 per share tender offer, addresses Whitehall's financing
issues and provides assurance to Whitehall's Board of Newcastle's ability to
close. Highlights of the proposal include:
o Newcastle's reiteration to pay all Whitehall stockholders $1.50 for
each share of Whitehall common stock tendered to it on or before the
expiration date (which would be extended pursuant to Newcastle's most
recent offer to mid-February).
o Newcastle's agreement to provide Whitehall with term loans totaling
$140 million, pursuant to which Newcastle would provide Whitehall with
(i) one term loan of $50 million, of which $30 million would be used
to pay off the Prentice bridge loan and $20 million of which would be
used for fees and working capital, (ii) a second term loan of $75
million to be used to repay in full Whitehall's senior credit facility
with LaSalle Bank, N.A., and (iii) a third term loan of $15 million to
provide additional working capital to Whitehall.
o Newcastle's commitment to place $147.5 million in cash in a bank
account to provide assurance that funds required to fund the tender
offer and the term loans are available.
o Upon acceptance of the merger agreement by Whitehall and Newcastle's
funding of the $50 million term loan, Newcastle would receive a
warrant to purchase 19.99% of Whitehall's common stock, on a fully
diluted basis. This warrant would be on the same terms as the warrant
issued by Whitehall to Prentice, with the exception that the Newcastle
exercise price would be $1.50 per share, rather than Prentice's
exercise price of $.75 per share.
Mark Schwarz, the managing member of Newcastle Partners, stated: "I am
optimistic that in light of the documentation Newcastle has provided to
Whitehall, as well as Newcastle's demonstration of good faith and financial
commitment, the Whitehall Board will declare our offer to be superior and
proceed forward with Newcastle. I believe that our proposed transaction is not
only superior for stockholders, but that it also addresses the important
financial needs of Whitehall's other constituencies."
As Newcastle has stated many times before, Newcastle believes that the
above-described transaction is far superior to the Prentice transaction
recommended by Whitehall's board of directors. Newcastle is prepared to proceed
immediately with this transaction which will provide liquidity to Whitehall and
a superior return to stockholders.
NEWCASTLE URGES ALL STOCKHOLDERS TO VOTE THE GREEN PROXY CARD AND TO
DISCARD ANY PROXY MATERIALS YOU MAY RECEIVE FROM WHITEHALL. IF YOU HAVE ALREADY
RETURNED WHITEHALL'S WHITE PROXY CARD, YOU CAN STILL CHANGE YOUR VOTE BY
EXECUTING THE GREEN PROXY CARD. IF YOU HAVE ANY QUESTIONS, OR NEED ASSISTANCE IN
VOTING YOUR GREEN PROXY CARD, PLEASE CALL OUR PROXY SOLICITORS, MACKENZIE
PARTNERS, INC. TOLL-FREE AT (800) 322-2885 OR (212) 929-5500 (CALL COLLECT).
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.
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 25, 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.
2
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, JANUARY 9, 2006, JANUARY 13, 2006
AND JANUARY 18, 2006 AND THE DEFINITIVE PROXY STATEMENT.
Whitehall Jewellers (JWLR) Inactive
Filed: 23 Jan 06, 12:00am