Whitehall Jewellers (JWLR) SC 14D9/A Tender offer solicitation (amended)

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14D-9/A

(AMENDMENT NO. 4)

SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934

WHITEHALL JEWELLERS, INC.

(Name of Subject Company)

WHITEHALL JEWELLERS, INC.

(Name of Person Filing Statement)

Common Stock, Par Value $0.001 Per Share

(Title of Class of Securities)

965063100

(CUSIP Number of Class of Securities)

Jean K. FitzSimon
Executive Vice President and General Counsel
Whitehall Jewellers, Inc.
155 N. Wacker Drive
Suite 500
Chicago, IL 60606
(312) 782-6800

(Name, Address and Telephone Number of Person Authorized to Receive
Notice and Communications on Behalf of the Person Filing Statement)

COPIES TO:
Lori Anne Czepiel, Esq.
Sidley Austin LLP
787 Seventh Avenue
New York, NY 10019
(212) 839-5300

and

John J. Sabl, Esq.
Sidley Austin LLP
One South Dearborn Street
Chicago, IL 60603
(312) 853-7000

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer

     This Amendment No. 4 to the Solicitation/Recommendation Statement on Schedule 14D-9 of Whitehall Jewellers, Inc. (“Whitehall” or the “Company”), originally filed with the Securities and Exchange Commission (the “SEC”) on February 13, 2006 (the “OriginalSchedule 14D-9”), and as amended on February 27, 2006, on March 7, 2006 and on March 10, 2006 (the Original Schedule 14D-9 together with the amendments thereto, the “Schedule 14D-9”), relates to the tender offer for all of the outstanding shares of common stock, par value $0.001 per share, of the Company (the “Common Stock”), and the associated preferred stock purchase rights (the “Rights” and, together with the Common Stock, the “Shares”) by WJ Acquisition Corp. (“Purchaser”), WJ Holding Corp. (“Holdco”), Prentice Capital Management, LP (“Prentice”), Holtzman Opportunity Fund, L.P. (“Holtzman”, and together with Prentice, the “Investors”), PWJ Funding LLC (“PWJ Funding”), PWJ Lending LLC (“PWJ Lending”), Holtzman Financial Advisors, LLC, SH Independence, LLC, Jonathan Duskin, Michael Zimmerman and Seymour Holtzman (collectively referred to as the “Purchaser Group”) upon the terms and subject to the conditions set forth in the Offer to Purchase dated February 8, 2006 (the “Offer to Purchase”) and the related Letter of Transmittal (which together constitute the “Offer”), filed as exhibits to the Schedule TO of the Purchaser Group, filed with the SEC on February 8, 2006 and amended on February 22, 2006, on March 6, 2006 and on March 10, 2006 (as so amended, the “Schedule TO”). Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Original Schedule 14D-9 or the Schedule TO.

Item 8. Additional Information

     Item 8 of the Schedule 14D-9 is hereby amended and supplemented by adding the following information:

     At 5:00 p.m., New York City time, on March 16, 2006, the subsequent offering period expired. Based on information provided by Continental Stock Transfer & Trust Company, the depositary for the Offer, Whitehall’s stockholders had tendered into the Offer, including the subsequent offering period, 8,432,824 Shares, representing approximately 50.3% of the outstanding Shares. The tendered Shares, together with the Shares already beneficially owned by the Purchaser Group represent approximately 76% of Whitehall’s outstanding voting power, or 12,716,619 Shares. All Shares validly tendered and not withdrawn prior to the expiration of the Offer were accepted for payment by the Purchaser. As promptly as practicable, the Purchaser Group and the Company intend to take all action within their control to effect the Merger in which all remaining Whitehall stockholders will receive the same consideration for their Shares as the stockholders who tendered their Shares in the Offer.

     A copy of the press release issued by the Investors on March 17, 2006 is attached hereto as Exhibit (a)(11) and is incorporated herein by reference.

Item 9. Exhibits

     Item 9 of the Schedule 14D-9 is hereby amended and supplemented by adding the following exhibit after Exhibit (a)(10):

(a)(11) Press Release, dated March 17, 2006.

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SIGNATURE

     After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct.

WHITEHALL JEWELLERS, INC.
By:	/s/ John R. Desjardins
	John R. Desjardins
	Executive Vice President and Chief Financial Officer Date: March 17, 2006

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EXHIBIT INDEX

Exhibit No.	Document
(a)(1)	Letter dated February 13, 2006 from the Company to its stockholders *
(a)(2)	Press release issued by the Company on February 2, 2006 (incorporated by reference to Exhibit 99.1 of the Company’s Current Report on Form 8-K filed with the SEC on February 3, 2006)
(a)(3)	Offer to Purchase dated as of February 8, 2006 (incorporated by reference to Exhibit (a)(1)(i) of the Purchaser Group’s Schedule TO filed with the SEC on February 8, 2006, as amended on February 22, 2006, on March 6, 2006 and on March 10, 2006)
(a)(4)	Form of Letter of Transmittal (incorporated by reference to Exhibit (a)(1)(ii) of the Purchaser Group’s Schedule TO filed with the SEC on February 8, 2006, as amended on February 22, 2006, on March 6, 2006 and on March 10, 2006)
(a)(5)	Form of Notice of Guaranteed Delivery (incorporated by reference to Exhibit (a)(1)(iii) of the Purchaser Group’s Schedule TO filed with the SEC on February 8, 2006, as amended on February 22, 2006, on March 6, 2006 and on March 10, 2006)
(a)(6)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to Exhibit (a)(1)(iv) of the Purchaser Group’s Schedule TO filed with the SEC on February 8, 2006, as amended on February 22, 2006, on March 6, 2006 and on March 10, 2006)
(a)(7)	Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to Exhibit (a)(1)(v) of the Purchaser Group’s Schedule TO filed with the SEC on February 8, 2006, as amended on February 22, 2006, on March 6, 2006 and on March 10, 2006)
(a)(8)	Form of Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 (incorporated by reference to Exhibit (a)(1)(vi) of the Purchaser Group’s Schedule TO filed with the SEC on February 8, 2006, as amended on February 22, 2006, on March 6, 2006 and on March 10, 2006)
(a)(9)	The following excerpts from the Company’s Definitive Proxy Statement dated as of December 27, 2005, filed with the SEC on December 27, 2006: “Proposal 1 – Background of the Financing,” “Proposal 1 – Interests of Certain Persons in the Financing,” “Proposal 3 — Executive Compensation and Other Information – Severance and Employment Agreements,” and “Proposal 3 — Certain Relationships and Related Transactions” (incorporated by reference to Annex A of the Company’s Schedule 14D-9 filed with the SEC on December 16, 2005)
(a)(10)	Press Release issued on March 10, 2006 *
(a)(11)	Press Release issued on March 17, 2006
(e)(1)	Agreement and Plan of Merger, dated as of February 1, 2006, among the Company, Prentice, Holtzman, Holdco and Purchaser (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed with the SEC on February 3, 2006)

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(e)(2)	Amended and Restated Term Loan Credit Agreement dated as of February 1, 2006, among the Company, PWJ Lending and other lenders thereto (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on February 3, 2006)
(e)(3)	Second Amendment to the Amended and Restated Stockholder Rights Agreement, dated as of February 1, 2006 (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with the SEC on February 3, 2006)
(e)(4)	Form of Executive Severance Agreements, as amended, each dated May 7, 1996, between the Company and each of Hugh M. Patinkin, John R. Desjardins and Matthew M. Patinkin (incorporated by reference to Exhibit 10.3 of the Company’s Registration Statement on Form S-3 as filed with the SEC on January 27, 2000)
(e)(5)	Employment Agreement dated November 30, 2004 between the Company and Lucinda M. Baier (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K as filed with the SEC on December 1, 2004)
(e)(6)	Employment Agreement dated October 31, 2005 between the Company and Robert L. Baumgardner (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K as filed with the SEC on November 2, 2005)
Annex I	Information Statement Pursuant to Section 14(f) of the Securities Exchange Act of 1934, as amended and Rule 14(f) Thereunder *
Annex II	Fairness Opinion of Duff & Phelps, LLC dated February 1, 2006 *
Annex III	Amended Superior Proposal Opinion of Duff & Phelps, LLC dated February 1, 2006*

* Previously filed.

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