SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3
Rule 13e-3 Transaction Statement
under Section 13(e) of the
Securities Exchange Act of 1934
WHITEHALL JEWELLERS, INC. |
(Name of the Issuer) |
WHITEHALL JEWELLERS, INC.
PRENTICE CAPITAL MANAGEMENT, LP
HOLTZMAN OPPORTUNITY FUND, L.P.
PWJ FUNDING LLC
PWJ LENDING LLC
HOLTZMAN FINANCIAL ADVISORS, LLC
SH INDEPENDENCE, LLC
MICHAEL ZIMMERMAN
JONATHAN DUSKIN
SEYMOUR HOLTZMAN
WJ HOLDING CORP.
WJ ACQUISITION CORP.
(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)
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John R. Desjardins |
| Jonathan Duskin |
Executive Vice President and Chief Financial Officer |
| Prentice Capital Management, LP |
Whitehall Jewellers, Inc. |
| 623 Fifth Avenue, 32nd Floor |
155 N. Wacker Drive |
| New York, NY 10022 |
Suite 500 |
| (212) 756-8040 |
Chicago, IL 60606 |
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(312) 782-6800 |
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(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. | Marc Weingarten, Esq. | Seymour Holtzman |
Sidley Austin LLP | Robert Goldstein, Esq. | c/o Jewelcor Companies |
787 Seventh Avenue | Schulte Roth & Zabel LLP | 100 N. Wilkes Barre Blvd. |
New York, NY 10019 | 919 Third Avenue | 4th Floor |
(212) 839-5300 | New York, NY 10022 | Wilkes Barre, PA 18702 |
| (212) 756-2000 | (570) 822-6277 |
This statement is filed in connection with (check the appropriate box):
a. x The filing of solicitation materials or an information statement subject to Regulation 14A (§§240.14a-1 through 240.14b-2), Regulation 14C (§§240.14c-1 through 240.14c-101) or Rule 13e-3(c) (§240.13e-3(c)) under the Securities Exchange Act of 1934 (“the Act”).
b. o The filing of a registration statement under the Securities Act of 1933.
c. o A tender offer.
d. o None of the above.
Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: x
Check the following box if the filing is a final amendment reporting the results of the transaction: o
Calculation of Filing Fee
Transaction valuation(1) |
| Amount of filing fee(2) |
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$23,602,401 |
| $2,525.46 |
(1) | Estimated for purposes of calculating the filing fee only. This calculation assumes the purchase of 12,518,790 shares of common stock, par value $0.001 per share, and the associated preferred stock purchase rights, of Whitehall Jewellers, Inc. (the “Shares”) at the transaction price of $1.60 per Share. The transaction value also includes the transaction price of $1.60 multiplied by 2,232,711, the estimated number of options to purchase Shares outstanding and exercisable at the commencement of the transaction. |
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(2) | The amount of the filing fee calculated in accordance with the Securities Exchange Act of 1934, as amended, equals $107.00 for each $1,000,000 of value. |
x Check the box if any part of the fee is offset as provided by §240.0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $2,525.46
Form or Registration No.: Schedule TO and Schedule TO/A
Filing Parties: Prentice Capital Management, LP; Holtzman Opportunity Fund, L.P.; PWJ Funding LLC; PWJ Lending LLC; Holtzman Financial Advisors, LLC; SH Independence, LLC; Jonathan Duskin; Michael Zimmerman; Seymour Holtzman; WJ Holding Corp.; and WJ Acquisition Corp.
Date Filed: February 8, 2006 and February 22, 2006
Introduction
This Transaction Statement on Schedule 13E-3 (the “Schedule 13E-3”) is being filed by Whitehall Jewellers, Inc. (“Whitehall” or the “Company”), 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”), WJ Acquisition Corp. (“Purchaser”), WJ Holding Corp. (“Holdco”), Holtzman Financial Advisors, LLC, SH Independence, LLC, Jonathan Duskin, Michael Zimmerman and Seymour Holtzman (all, except the Company, collectively referred to as the “Purchaser Group”) in connection with the merger of Purchaser with and into the Company (the “Merger”).
Concurrently with the filing of this Schedule 13E-3, the Company is filing with the Securities and Exchange Commission (the “SEC”) a Preliminary Proxy Statement (the “Proxy Statement”) pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), relating to the solicitation by the Company of proxies from its stockholders to adopt the Agreement and Plan of Merger, dated February 1, 2006 (the “Merger Agreement”), among the Company, Purchaser, Holdco, Prentice and Holtzman, and the transactions contemplated thereby, including the Merger. In the Merger, each outstanding share 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”) (in each case other than Shares held in the treasury of the Company, by the Investors or their affiliates, or by dissenting stockholders who perfect their appraisal rights) will be converted into the right to receive $1.60 in cash without interest. As a result of the Merger, the Company will cease to be a publicly traded company and will become a wholly-owned subsidiary of Holdco. The Investors and their respective affiliates own a sufficient number of Shares to assure the adoption of the Merger Agreement and are required under the Merger Agreement to vote all of their Shares in favor of the adoption of the Merger Agreement. As a result, the Merger Agreement will be adopted even if no stockholders other than the Investors and their respective affiliates vote to adopt it. The information set forth in the Proxy Statement, a copy of which is attached as Exhibit (a)(1) to this Schedule 13E-3, including all schedules and annexes thereto, is hereby incorporated by reference in response to items 1 through 16 of the Schedule 13E-3.
Item 1. Summary Term Sheet.
The information set forth in the Proxy Statement under the caption “Summary Term Sheet” is incorporated herein by reference.
Item 2. Subject Company Information.
(a) The information set forth in the Proxy Statement under the caption “The Parties” is incorporated herein by reference.
(b) The information set forth in the Proxy Statement under the caption “Introduction” is incorporated herein by reference.
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(c)-(d) The information set forth in the Proxy Statement under the caption “Trading of the Company’s Common Shares and Dividends” is incorporated herein by reference.
(e) Not applicable
(f) The information set forth in the Proxy Statement under the captions “Introduction” and “The Merger and Related Transactions – The Background of the Merger” is incorporated herein by reference.
Item 3. Identity and Background of Filing Persons.
(a) The information set forth in the Proxy Statement under the caption “The Parties” and “Annex D – Information about Directors and Executive Officers” is incorporated herein by reference.
(b) The information set forth in the Proxy Statement under the captions “The Parties” and “Annex D – Information about Directors and Executive Officers” is incorporated herein by reference.
(c)(i) The information set forth in the Proxy Statement under the captions “The Parties” and “Annex D – Information about Directors and Executive Officers” is incorporated herein by reference.
(c)(ii)-(c)(v) The information set forth in the Proxy Statement under the caption “Annex D – Information about Directors and Executive Officers” is incorporated herein by reference
Item 4. Terms of the Transaction.
(a) The information set forth in the Proxy Statement under the captions “The Merger and Related Transactions — General”; “— Conversions of Securities”; “— Reasons for the Board of Directors’ Recommendation; Factors Considered”; “— Reasons of the Purchaser Group for the Merger”; “— Vote Required to Adopt the Merger Agreement”; “— Method of Accounting”; and ���— Certain U.S. Federal Income Tax Consequences” is incorporated herein by reference.
(c) Not applicable
(d) The information set forth in the Proxy Statement under the caption “Appraisal Rights” and in “Annex C – Section 262 of the Delaware General Corporation Law” is incorporated herein by reference.
(e) The information set forth in the Proxy Statement under the caption “Appraisal Rights” is incorporated herein by reference.
(f) Not Applicable
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Item 5. Past Contacts, Transactions, Negotiations and Agreements.
(a) The information set forth in the Proxy Statement under the caption “Interests of Certain Persons in the Merger” is incorporated herein by reference.
(b) The information set forth in the Proxy Statement under the captions “The Merger and Related Transactions — Background of the Merger”; “— Board of Directors”; “— Change of Control”; and “Interests of Certain Persons in the Merger” is incorporated herein by reference.
(c)-(d) The information set forth in the Proxy Statement under the captions “The Merger and Related Transactions — Background of the Merger” and “Interests of Certain Persons in the Merger” is incorporated herein by reference.
Item 6. Purposes of the Transaction and Plans or Proposals.
(b) The information set forth in the Proxy Statement under the captions “The Merger and Related Transactions — Conversion of Securities” and “— Plans for the Company After the Merger” is incorporated herein by reference.
(c) The information set forth in the Proxy Statement under the captions “The Merger and Related Transactions — Plans for the Company After the Merger”; “— Board of Directors”; “— Change of Control”; “Trading of the Company’s Common Shares and Dividends” and “Annex B — Annual Report on Form 10-K for the Fiscal Year Ended January 31, 2006 — Item 1A. Risk Factors” is incorporated herein by reference.
Item 7. Purposes, Alternatives, Reasons and Effects.
(a) The information set forth in the Proxy Statement under the captions “Questions and Answers About the Merger” and “The Merger and Related Transactions — Plans for the Company After the Merger” is incorporated herein by reference.
(b)-(c) The information set forth in the Proxy Statement under the captions “The Merger and Related Transactions — Background of the Merger”; “— Reasons for the Board of Directors’ Recommendation; Factors Considered”; “— Position of the Purchaser Group as to the Fairness of the Merger”; and “— Reasons of the Purchaser Group for the Merger” is incorporated herein by reference.
(d) The information set forth in the Proxy Statement under the caption “The Merger and Related Transactions — General; “— Conversion of Securities”; “— Change of Control”; “— Board of Directors”; “— Plans for the Company After the Merger”; “ — Certain U.S. Federal Income Tax Consequences”; “Appraisal Rights” and “Annex B — Annual Report on Form 10-K for the Fiscal Year Ended January 31, 2006 — Item 1A. Risk factors” is incorporated herein by reference.
Item 8. Fairness of the Transaction.
(a)-(b) The information set forth in the Proxy Statement under the captions “The Merger and Related Transactions — Background of the Merger”; “— Recommendation of the Board of Directors”; “— Reasons for the Board of Directors’ Recommendation; Factors Considered”; “— Fairness Opinion” and “ — Position of Purchaser Group as to Fairness of Merger” is incorporated herein by reference.
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(c) The information set forth in the Proxy Statement under the caption “The Merger and Related Transactions — Vote Required to Adopt the Merger Agreement” is incorporated herein by reference.
(d) The information set forth in the Proxy Statement under the captions “The Merger and Related Transactions — Reasons for the Board of Directors’ Recommendation; Factors Considered”; “— Position of the Purchaser Group as to the Fairness of the Merger” and “— Reasons of the Purchaser Group for the Merger” is incorporated herein by reference.
(e) The information set forth in the Proxy Statement under the caption “The Merger and Related Transactions — Recommendation of the Board of Directors” is incorporated herein by reference.
(f) The information set forth in the Proxy Statement under the captions “The Merger and Related Transactions — Background of the Merger” and “— Reasons for the Board of Directors’ Recommendation; Factors Considered” is incorporated herein by reference.
Item 9. Reports, Opinions, Appraisals and Negotiations.
(a) The information set forth in the Proxy Statement under the captions “The Merger and Related Transactions — Background of the Merger”; “— Reasons for the Board of Directors’ Recommendation; Factors Considered”; “— Fairness Opinion”; “— Position of the Purchaser Group as to the Fairness of the Merger” and “— Reasons of the Purchaser Group for the Merger” is incorporated herein by reference.
(b) The information set forth in the Proxy Statement under the caption “The Merger and Related Transactions — Fairness Opinion” is incorporated herein by reference.
(c) The information set forth in the Proxy Statement under “Annex E — Duff & Phelps Fairness Opinion” and “Annex F — Duff & Phelps Superior Proposal Opinion” is incorporated herein by reference.
Item 10. Source and Amounts of Funds or Other Consideration.
(a)-(c) The information set forth in the Proxy Statement under the caption “The Merger and Related Transactions — Source and Amount of Funds” is incorporated herein by reference.
(d) Not Applicable.
Item 11. Interests in Securities of the Subject Company.
(a) The information set forth in the Proxy Statement under the caption “Stock Ownership of Certain Beneficial Owners and Management” is incorporated herein by reference.
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(b) The information set forth in the Proxy Statement under the captions “The Merger and Related Transactions – Background of the Merger” and “Interests of Certain Persons in the Merger” is incorporated herein by reference.
Item 12. The Solicitation and Recommendation.
(d) The information set forth in the Proxy Statement under the caption “Interests of Certain Persons in the Merger — Stock Options and Other Equity Grants” is incorporated herein by reference.
(e) The information set forth in the Proxy Statement under the captions “The Merger and Related Transactions — Background of the Merger”; “— Reasons for the Board of Directors’ Recommendation; Factors Considered”; “— Position of the Purchaser Group as to the Fairness of the Merger” and “— Reasons of the Purchaser Group for the Merger” is incorporated herein by reference.
Item 13. Financial Statements.
(a)-(b) The information set forth in the Proxy Statement under “Annex B — Annual Report on Form 10-K for the Fiscal Year Ended January 31, 2006” is incorporated herein by reference.
Item 14. Persons/Assets Retained, Employed, Compensated or Used.
(a)-(b) Not Applicable
Item 15. Additional Information
(b) The information set forth in the Proxy Statement and the Exhibits thereto is incorporated herein by reference.
Item 16. Exhibits
Exhibit No. |
| Document |
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(a)(1) |
| Preliminary Proxy Statement of the Company dated as of April 19, 2006 (incorporated by reference to the Preliminary Proxy Statement of the Company on Form 14A filed with the SEC on April 20, 2006) |
(a)(2) |
| Annual Report on Form 10-K for the Fiscal Year Ended January 31, 2006 of the Company (incorporated by reference to the Form 10-K of the Company filed with the SEC on April 17, 2006) |
(a)(3) |
| Agreement and Plan of Merger, dated as of February 1, 2006 (incorporated by reference to Annex A of the Preliminary Proxy Statement of the Company filed on Form 14A with the SEC on April 20, 2006) |
(c)(1) |
| Duff & Phelps Fairness Opinion, dated February 1, 2006 (incorporated by reference to Annex E of the Preliminary Proxy Statement of the Company filed on Form 14A with the SEC on April 20, 2006) |
(c)(2) |
| Duff & Phelps Superior Proposal Opinion, dated February 1, 2006 (incorporated by reference Annex F of the Preliminary Proxy Statement of the Company filed on Form 14A with the SEC on April 20, 2006) |
(e)(1) |
| Section 262 of the Delaware General Corporation Law (incorporated by reference to Annex C of the Preliminary Proxy Statement filed on Form 14A with the SEC on April 20, 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. |
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| By: |
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| /s/ John R. Desjardins |
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| John R. Desjardins |
| Executive Vice President and Chief Financial Officer |
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| Date: April 20, 2006 |
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| HOLTZMAN OPPORTUNITY FUND, L.P. |
| By: Holtzman Financial Advisors, LLC, its General Partner |
| By: SH Independence, LLC, its Managing Member |
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| By: |
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| /s/ Seymour Holtzman |
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| Seymour Holtzman |
| Sole Member |
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| Date: April 20, 2006 |
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| HOLTZMAN FINANCIAL ADVISORS, LLC |
| By: SH Independence, LLC, its Managing Member |
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| By: |
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| /s/ Seymour Holtzman |
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| Seymour Holtzman |
| Sole Member |
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| Date: April 20, 2006 |
| SH INDEPENDENCE, LLC |
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| By: |
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| /s/ Seymour Holtzman |
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| Seymour Holtzman |
| Sole Member |
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| Date: April 20, 2006 |
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| PRENTICE CAPITAL MANAGEMENT, LP |
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| By: |
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| /s/ Michael Weiss |
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| Michael Weiss |
| Chief Financial Officer |
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| Date: April 20, 2006 |
| WJ ACQUISITION CORP. |
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| By: |
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| /s/ Michael Weiss |
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| Michael Weiss |
| Vice President |
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| Date: April 20, 2006 |
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| WJ HOLDING CORP. |
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| By: |
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| /s/ Michael Weiss |
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| Michael Weiss |
| Vice President |
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| Date: April 20, 2006 |
| PWJ LENDING LLC |
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| By: |
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| /s/ Jonathan Duskin |
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| Jonathan Duskin |
| Managing Director |
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| Date: April 20, 2006 |
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| PWJ FUNDING LLC |
| By: Prentice Capital Management, LP, its Manager |
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| By: |
| /s/ Michael Weiss |
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| Michael Weiss |
| Chief Financial Officer |
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| Date: April 20, 2006 |
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| /s/ Michael Zimmerman |
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| Michael Zimmerman |
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| Date: April 20, 2006 |
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| /s/ Jonathan Duskin |
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| Jonathan Duskin |
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| Date: April 20, 2006 |
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| /s/ Seymour Holtzman |
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| Seymour Holtzman |
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| Date: April 20, 2006 |
EXHIBIT INDEX
Exhibit No. |
| Document |
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(a)(1) |
| Preliminary Proxy Statement of the Company dated as of April 19, 2006 (incorporated by reference to the Preliminary Proxy Statement of the Company on Form 14A filed with the SEC on April 20, 2006). |
(a)(2) |
| Annual Report on Form 10-K for the Fiscal Year Ended January 31, 2006 of the Company (incorporated by reference to the Form 10-K of the Company filed with the SEC on April 17, 2006) |
(a)(3) |
| Agreement and Plan of Merger, dated as of February 1, 2006 (incorporated by reference to Annex A of the Preliminary Proxy Statement of the Company filed on Form 14A with the SEC on April 20, 2006) |
(c)(1) |
| Duff & Phelps Fairness Opinion, dated February 1, 2006 (incorporated by reference to Annex E of the Preliminary Proxy Statement of the Company filed on Form 14A with the SEC on April 20, 2006) |
(c)(2) |
| Duff & Phelps Superior Proposal Opinion, dated February 1, 2006 (incorporated by reference Annex F of the Preliminary Proxy Statement of the Company filed on Form 14A with the SEC on April 20, 2006) |
(e)(1) |
| Section 262 of the Delaware General Corporation Law (incorporated by reference to Annex C of the Preliminary Proxy Statement filed on Form 14A with the SEC on April 20, 2006) |
