LETTER OF TRANSMITTAL
To Tender Shares of Common Stock
(Including the Associated Preferred Stock Purchase Rights)
of
WHITEHALL JEWELLERS, INC.
Pursuant to the Offer to Purchase
dated December 5, 2005
of
JWL ACQUISITION CORP.
a wholly-owned subsidiary of
NEWCASTLE PARTNERS, L.P.
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW
YORK CITY TIME, ON WEDNESDAY, JANUARY 4, 2006, UNLESS THE OFFER IS EXTENDED.
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THE DEPOSITARY FOR THE OFFER IS:
AMERICAN STOCK TRANSFER & TRUST COMPANY
BY MAIL OR OVERNIGHT COURIER: BY HAND:
American Stock Transfer & Trust Company American Stock Transfer & Trust Company
Operations Center Attn: Reorganization Department
Attn: Reorganization Department 59 Maiden Lane
6201 15th Avenue Concourse Level
Brooklyn, NY 11219 New York, NY 10038
ALL QUESTIONS REGARDING THE OFFER SHOULD BE DIRECTED TO THE INFORMATION
AGENT, MACKENZIE PARTNERS, INC., AT ITS ADDRESS AND TELEPHONE NUMBER AS SET
FORTH ON THE BACK COVER PAGE OF THE OFFER TO PURCHASE.
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE FOR THE DEPOSITARY, OR TRANSMISSION OF INSTRUCTIONS TO A FACSIMILE
NUMBER OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.
THIS LETTER OF TRANSMITTAL AND THE INSTRUCTIONS ACCOMPANYING THIS LETTER
OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS
COMPLETED.
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DESCRIPTION OF SHARES TENDERED
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NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) SHARES TENDERED
(PLEASE FILL IN, IF BLANK, EXACTLY AS NAME(S) (PLEASE ATTACH ADDITIONAL SIGNED LIST, IF NECESSARY)
APPEAR(S) ON SHARE CERTIFICATE(S))
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TOTAL NUMBER OF
SHARES REPRESENTED NUMBER OF
CERTIFICATE BY SHARES
NUMBER(S)(1) CERTIFICATE(S)(1) TENDERED(2)
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TOTAL SHARES
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(1) Need not be completed by stockholders tendering by
book-entry transfer.
(2) Unless otherwise indicated, it will be assumed that
all Shares represented by any certificates delivered to
the Depositary are being tendered. See Instruction 4.
This Letter of Transmittal is to be used if certificates are to be
forwarded herewith or, unless an Agent's Message (as defined in the Offer to
Purchase) is utilized, if delivery of Shares (as defined below) is to be made by
book-entry transfer to the Depositary's account at The Depository Trust Company,
the Book-Entry Transfer Facility, pursuant to the procedures set forth in
Section 3 of the Offer to Purchase.
Holders of outstanding shares of common stock, par value $0.001 per share,
and the associated preferred stock purchase rights (together, the "Shares"), of
Whitehall Jewellers, Inc., whose certificates for such Shares are not
immediately available or who cannot deliver such certificates and all other
required documents to the Depositary on or prior to the expiration of the offer,
or who cannot complete the procedure for book-entry transfer on a timely basis,
must tender their Shares according to the guaranteed delivery procedure set
forth in Section 3 of the Offer to Purchase. See Instruction 2. Delivery of
documents to the Book-Entry Transfer Facility does not constitute delivery to
the Depositary.
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ ACCOMPANYING INSTRUCTIONS CAREFULLY
|_| CHECK HERE IF SHARE CERTIFICATES HAVE BEEN MUTILATED, LOST, STOLEN
OR DESTROYED, SEE INSTRUCTION 9.
|_| CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO
THE DEPOSITARY'S ACCOUNT AT THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE
THE FOLLOWING:
Name of Tendering Institution
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Account Number
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Transaction Code Number
|_| CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE
FOLLOWING:
Name(s) of Tendering Stockholder(s)
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Date of Execution of Notice of Guaranteed Delivery , 20
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Name of Institution which Guaranteed Delivery
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If delivery is by book-entry transfer:
Name of Tendering Institution
---------------------------------------------
Account Number
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Transaction Code Number
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2
Ladies and Gentlemen:
The undersigned hereby tenders to JWL Acquisition Corp., a Delaware
corporation (the "Purchaser") and a wholly owned subsidiary of Newcastle
Partners, L.P., a Texas limited partnership, the above-described shares of
common stock, par value $0.001 per share, and the associated preferred stock
purchase rights (together, the "Shares"), of Whitehall Jewellers, Inc., a
Delaware corporation (the "Company"), pursuant to the Purchaser's offer to
purchase all outstanding Shares at $1.20 per Share, net to the seller in cash,
upon the terms and subject to the conditions set forth in the Offer to Purchase
dated December 5, 2005, receipt of which is hereby acknowledged, and in this
Letter of Transmittal (which, together with any amendments or supplements
thereto, collectively constitute the "Offer"). The Offer expires at 12:00
Midnight, New York City time, on Wednesday, January 4, 2006, unless extended as
described in the Offer to Purchase (as extended, the "Expiration Date"). The
Purchaser reserves the right to transfer or assign, in whole or from time to
time in part, to one or more of its affiliates the right to purchase Shares
tendered pursuant to the Offer, but any such transfer or assignment will not
relieve the Purchaser of its obligations under the Offer or prejudice your
rights to receive payment for Shares validly tendered and accepted for payment.
Upon the terms and subject to the conditions of the Offer and effective
upon acceptance for payment of and payment for the Shares tendered herewith, the
undersigned hereby sells, assigns and transfers to, or upon the order of, the
Purchaser all right, title and interest in and to all the Shares that are being
tendered hereby (and any and all other Shares or other securities issued or
issuable in respect thereof on or after December 5, 2005) and appoints the
Depositary the true and lawful agent and attorney-in-fact of the undersigned
with respect to such Shares (and all such other Shares or securities), with full
power of substitution (such power of attorney being deemed to be an irrevocable
power coupled with an interest), to (i) deliver certificates for such Shares
(and all such other Shares or securities), or transfer ownership of such Shares
(and all such other Shares or securities) on the account books maintained by The
Depository Trust Company (the "Book-Entry Transfer Facility"), together, in any
such case, with all accompanying evidences of transfer and authenticity, to or
upon the order of the Purchaser, (ii) present such Shares (and all such other
Shares or securities) for transfer on the books of the Company and (iii) receive
all benefits and otherwise exercise all rights of beneficial ownership of such
Shares (and all such other Shares or securities), all in accordance with the
terms of the Offer.
The undersigned hereby irrevocably appoints Mark E. Schwarz and John P.
Murray, or either of them, the attorneys and proxies of the undersigned, each
with full power of substitution, to exercise all voting and other rights of the
undersigned in such manner as each such attorney and proxy or his substitute
shall in his sole discretion deem proper, with respect to all of the Shares
tendered hereby which have been accepted for payment by the Purchaser prior to
the time of any vote or other action (and any and all other Shares or other
securities issued or issuable in respect thereof on or after December 5, 2005),
at any meeting of stockholders of the Company (whether annual or special and
whether or not an adjourned meeting), or otherwise. This proxy is irrevocable
and is granted in consideration of, and is effective upon, the acceptance for
payment of such Shares by the Purchaser in accordance with the terms of the
Offer. Such acceptance for payment shall revoke any other proxy granted by the
undersigned at any time with respect to such Shares (and all such other Shares
or securities), and no subsequent proxies will be given by the undersigned (and
if given, will not be deemed to be effective).
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Shares
tendered herein (and any and all other Shares or other securities issued or
issuable in respect thereof on or after December 5, 2005) and that when the same
are accepted for payment by the Purchaser, the Purchaser will acquire good and
unencumbered title thereto, free and clear of all liens, restrictions, charges
and encumbrances and not subject to any adverse claims. The undersigned will,
upon request, execute and deliver any additional documents deemed by the
Depositary or the Purchaser to be necessary or desirable to complete the sale,
assignment and transfer of the Shares tendered hereby (and all such other Shares
or securities).
All authority herein conferred or agreed to be conferred shall survive the
death or incapacity of the undersigned, and any obligation of the undersigned
hereunder shall be binding upon the heirs, personal representatives, successors
and assigns of the undersigned. Except as stated in the Offer, this tender is
irrevocable.
3
The undersigned understands that tenders of Shares pursuant to any one of
the procedures described in Section 3 of the Offer to Purchase and in the
instructions hereto will constitute an agreement between the undersigned and the
Purchaser upon the terms and subject to the conditions of the Offer.
Unless otherwise indicated under "Special Payment Instructions", please
issue the check for the purchase price of any Shares purchased, and return any
Shares not tendered or not purchased, in the name(s) of the undersigned (and, in
the case of Shares tendered by book-entry transfer, by credit to the account at
the Book-Entry Transfer Facility). Similarly, unless otherwise indicated under
"Special Delivery Instructions", please mail the check for the purchase price of
any Shares purchased and any certificates for Shares not tendered or not
purchased (and accompanying documents, as appropriate) to the undersigned at the
address shown below the undersigned's signature(s). In the event that both
"Special Payment Instructions" and "Special Delivery Instructions" are
completed, please issue the check for the purchase price of any Shares purchased
and return any Shares not tendered or not purchased in the name(s) of, and mail
said check and any certificates to, the person(s) so indicated. The undersigned
recognizes that the Purchaser has no obligation, pursuant to the "Special
Payment Instructions", to transfer any Shares from the name of the registered
holder(s) thereof if the Purchaser does not accept for payment any of the Shares
so tendered.
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SPECIAL PAYMENT INSTRUCTIONS
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 6, 7 AND 8)
(SEE INSTRUCTIONS 6, 7 AND 8)
To be completed ONLY if the check for the To be completed ONLY if the check for the
purchase price of Shares purchased (less the amount purchase price of Shares purchased (less the amount
of any federal income and backup withholding tax of any federal income and backup withholding tax
required to be withheld) or certificates for Shares required to be withheld) or certificates for Shares
not tendered or not purchased are to be issued in not tendered or not purchased are to be mailed to
the name of someone other than the undersigned. someone other than the undersigned or to the
undersigned at an address other than that shown
Issue |_| check |_| certificates to: below the undersigned's signature(s).
Name Mail |_| check |_| certificates to
-----------------------------------------
(Please Print) Name
-----------------------------------------
Address (Please Print)
----------------------------------------
Address
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- ---------------------------------------------------- ----------------------------------------------------
(Zip Code)
----------------------------------------------------
(Zip Code)
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Taxpayer Identification Number
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4
SIGN HERE
(PLEASE COMPLETE SUBSTITUTE FORM W-9 BELOW)
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Signature(s) of Stockholder(s)
Dated , 20
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Name(s)
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(Please Print)
Capacity (full title)
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Address
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(Zip Code)
Area Code and Telephone Number -------------------------------------------------
(Must be signed by registered holder(s) exactly as name(s) appear(s) on stock
certificate(s) or on a security position listing or by person(s) authorized to
become registered holder(s) by certificates and documents transmitted herewith.
If signature is by a trustee, executor, administrator, guardian,
attorney-in-fact, agent, officer of a corporation or other person acting in a
fiduciary or representative capacity, please set forth full title and see
Instruction 5.)
GUARANTEE OF SIGNATURE(S)
(IF REQUIRED; SEE INSTRUCTIONS 1 AND 5)
(FOR USE BY ELIGIBLE INSTITUTIONS ONLY.
PLACE MEDALLION GUARANTEE IN SPACE BELOW)
Name of Firm
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Address
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(Zip Code)
Authorized Signature
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Name
---------------------------------------------------------------------------
(Please Print)
Area Code and Telephone Number
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Dated , 20
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5
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SUBSTITUTE PART I TAXPAYER IDENTIFICATION NO. -- FOR ALL ACCOUNTS PART II FOR PAYEES EXEMPT
FORM W-9 --------------------------------------------------------------- FROM BACKUP
DEPARTMENT OF THE TREASURY WITHHOLDING (SEE
INTERNAL REVENUE SERVICE Enter your taxpayer ENCLOSED GUIDELINES)
identification number in SOCIAL SECURITY NUMBER
PAYER'S REQUEST FOR the appropriate box. For
TAXPAYER IDENTIFICATION NO. most individuals and sole --------------------------
proprietors, this is your
social security number. For --------------------------
other entities, it is your
employer identification
number. If you do not have OR
a number, see "How to
Obtain a TIN" in the
enclosed Guidelines. EMPLOYER IDENTIFICATION NUMBER
Note: If the account is in --------------------------
more than one name, see the
chart in the enclosed --------------------------
GUIDELINES to determine
what number to enter.
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PART III CERTIFICATION -- Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct taxpayer identification number or I am waiting for a number to be issued to
me;
(2) I am not subject to backup withholding either because (a) I am exempt from backup withholding, or (b) I have not been
notified by the Internal Revenue Service ("IRS") that I am subject to backup withholding as a result of a failure to
report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and
(3) I am a U.S. person (including a U.S. resident alien).
Certification Instructions -- You must cross out item (2) above if you have been notified by the IRS that you are subject to
backup withholding because you have failed to report all interest and dividends on your tax return. For real estate
transactions, item (2) does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation
of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and
dividends, you are not required to sign the Certification, but you must provide your correct TIN.
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SIGNATURE DATE , 20
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NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING TAX BEING WITHHELD ON ANY PAYMENTS MADE TO YOU
PURSUANT TO THE OFFER. PLEASE REVIEW ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM
W-9 FOR ADDITIONAL DETAILS.
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6
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. GUARANTEE OF SIGNATURES. Except as otherwise provided below, all
signatures on this Letter of Transmittal must be guaranteed by a financial
institution (including most banks, savings and loan associations and brokerage
houses) that is a member of a recognized Medallion Program approved by The
Securities Transfer Association, Inc., including the Securities Transfer Agents
Medallion Program (STAMP), the Stock Exchange Medallion Program (SEMP) and the
New York Stock Exchange, Inc. Medallion Signature Program (MSP) or any other
"eligible guarantor institution" (as such term is defined in Rule 17Ad-15 under
the Securities Exchange Act of 1934, as amended) (each an "Eligible
Institution"). Signatures on this Letter of Transmittal need not be guaranteed
(i) if this Letter of Transmittal is signed by the registered holder(s) of the
Shares (which term, for purposes of this document, shall include any participant
in the Book-Entry Transfer Facility whose name appears on a security position
listing as the owner of Shares) tendered herewith and such holder(s) has not
completed the box entitled "Special Payment Instructions" on this Letter of
Transmittal or (ii) if such Shares are tendered for the account of an Eligible
Institution. See Instruction 5.
2. DELIVERY OF LETTER OF TRANSMITTAL AND SHARES. This Letter of
Transmittal is to be used either if certificates are to be forwarded herewith
or, unless an Agent's Message is utilized, if delivery of Shares is to be made
by book-entry transfer pursuant to the procedures set forth in Section 3 of the
Offer to Purchase. Certificates for all physically delivered Shares, or a
confirmation of a book-entry transfer into the Depositary's account at the
Book-Entry Transfer Facility of all Shares delivered electronically, as well as
a properly completed and duly executed Letter of Transmittal (or facsimile
thereof or, in the case of a book-entry transfer, an Agent's Message) and any
other documents required by this Letter of Transmittal, must be received by the
Depositary at one of its addresses set forth on the front page of this Letter of
Transmittal by the Expiration Date. Stockholders who cannot deliver their Shares
and all other required documents to the Depositary by the Expiration Date must
tender their Shares pursuant to the guaranteed delivery procedure set forth in
Section 3 of the Offer to Purchase. Pursuant to such procedure: (i) such tender
must be made by or through an Eligible Institution, (ii) a properly completed
and duly executed Notice of Guaranteed Delivery substantially in the form
provided by the Purchaser must be received by the Depositary by the Expiration
Date and (iii) the certificates for all physically delivered Shares, or a
confirmation of a book-entry transfer into the Depositary's account at the
Book-Entry Transfer Facility of all Shares delivered electronically, as well as
a properly completed and duly executed Letter of Transmittal (or facsimile
thereof or, in the case of a book-entry delivery, an Agent's Message) and any
other documents required by this Letter of Transmittal, must be received by the
Depositary within three business days after the date of execution of such Notice
of Guaranteed Delivery, all as provided in Section 3 of the Offer to Purchase.
THE METHOD OF DELIVERY OF SHARES AND ALL OTHER REQUIRED DOCUMENTS,
INCLUDING THROUGH THE BOOK-ENTRY TRANSFER FACILITY, IS AT THE OPTION AND RISK OF
THE TENDERING STOCKHOLDER, AND DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY
RECEIVED BY THE DEPOSITARY. IF CERTIFICATES FOR SHARES ARE SENT BY MAIL, WE
RECOMMEND REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IN
TIME TO BE RECEIVED ON OR PRIOR TO THE EXPIRATION DATE.
No alternative, conditional or contingent tenders will be accepted, and no
fractional Shares will be purchased. By executing this Letter of Transmittal (or
facsimile thereof), the tendering stockholder waives any right to receive any
notice of the acceptance for payment of the Shares.
3. INADEQUATE SPACE. If the space provided herein is inadequate, the
certificate numbers and/or the number of Shares should be listed on a separate
schedule attached hereto.
4. PARTIAL TENDERS (NOT APPLICABLE TO STOCKHOLDERS WHO TENDER BY
BOOK-ENTRY TRANSFER). If fewer than all the Shares represented by any
certificate delivered to the Depositary are to be tendered, fill in the number
of Shares which are to be tendered in the box entitled "Number of Shares
Tendered". In such case, a new certificate for the remainder of the Shares
represented by the old certificate will be issued and sent to the person(s)
signing this Letter of Transmittal, unless otherwise provided in the boxes
entitled "Special Payment Instructions" or "Special Delivery Instructions", as
the case may be, on this Letter of Transmittal, as promptly as practicable
following the expiration or termination of the Offer. All Shares represented by
certificates delivered to the Depositary will be deemed to have been tendered
unless otherwise indicated.
7
5. SIGNATURES ON LETTER OF TRANSMITTAL; STOCK POWERS AND ENDORSEMENTS.
If this Letter of Transmittal is signed by the registered holder(s) of the
Shares tendered hereby, the signature(s) must correspond with the name(s) as
written on the face of the certificates without alteration, enlargement or any
change whatsoever.
If any of the Shares tendered hereby is held of record by two or more
persons, all such persons must sign this Letter of Transmittal.
If any of the Shares tendered hereby are registered in different names on
different certificates, it will be necessary to complete, sign and submit as
many separate Letters of Transmittal as there are different registrations of
certificates.
If this Letter of Transmittal is signed by the registered holder(s) of the
Shares tendered hereby, no endorsements of certificates or separate stock powers
are required unless payment of the purchase price is to be made, or Shares not
tendered or not purchased are to be returned, in the name of any person other
than the registered holder(s). Signatures on any such certificates or stock
powers must be guaranteed by an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Shares tendered hereby, certificates must be
endorsed or accompanied by appropriate stock powers, in either case, signed
exactly as the name(s) of the registered holder(s) appear(s) on the certificates
for such Shares. Signature(s) on any such certificates or stock powers must be
guaranteed by an Eligible Institution.
If this Letter of Transmittal or any certificate or stock power is signed
by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a
corporation or other person acting in a fiduciary or representative capacity,
such person should so indicate when signing, and proper evidence satisfactory to
the Purchaser of the authority of such person so to act must be submitted.
6. STOCK TRANSFER TAXES. The Purchaser will pay any stock transfer
taxes with respect to the sale and transfer of any Shares to it or its order
pursuant to the Offer. If, however, payment of the purchase price is to be made
to, or Shares not tendered or not purchased are to be returned in the name of,
any person other than the registered holder(s), or if a transfer tax is imposed
for any reason other than the sale or transfer of Shares to the Purchaser
pursuant to the Offer, then the amount of any stock transfer taxes (whether
imposed on the registered holder(s), such other person or otherwise) will be
deducted from the purchase price unless satisfactory evidence of the payment of
such taxes, or exemption therefrom, is submitted herewith.
7. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If the check for the
purchase price of any Shares purchased is to be issued, or any Shares not
tendered or not purchased are to be returned, in the name of a person other than
the person(s) signing this Letter of Transmittal or if the check or any
certificates for Shares not tendered or not purchased are to be mailed to
someone other than the person(s) signing this Letter of Transmittal or to the
person(s) signing this Letter of Transmittal at an address other than that shown
above, the appropriate boxes on this Letter of Transmittal should be completed.
Stockholders tendering Shares by book-entry transfer may request that Shares not
purchased be credited to such account at the Book-Entry Transfer Facility as
such stockholder may designate under "Special Payment Instructions". If no such
instructions are given, any such Shares not purchased will be returned by
crediting the account at the Book-Entry Transfer Facility designated above.
8. SUBSTITUTE FORM W-9. Under the U.S. federal income tax laws, the
Depositary will be required to withhold 28% of the amount of any payments made
to certain stockholders pursuant to the Offer. In order to avoid such backup
withholding, each tendering stockholder, and, if applicable, each other payee,
must provide the Depositary with such stockholder's or payee's correct taxpayer
identification number and certify that such stockholder or payee is not subject
to such backup withholding by completing the Substitute Form W-9 set forth
above. In general, if a stockholder or payee is an individual, the taxpayer
identification number is the social security number of such individual. If the
Depositary is not provided with the correct taxpayer identification number, the
stockholder or payee may be subject to a $50 penalty imposed by the Internal
Revenue Service. Certain stockholders or payees (including, among others, all
corporations and certain foreign individuals) are not subject to these backup
withholding and reporting requirements. In order to satisfy the Depositary that
a foreign individual qualifies as an exempt recipient, such stockholder or payee
must submit a Form W-8BEN Certificate of Foreign Status to the Depositary. Such
certificates can be obtained from the Depositary. For further information
concerning backup withholding and instructions for completing the Substitute
8
Form W-9 (including how to obtain a taxpayer identification number if you do not
have one and how to complete the Substitute Form W-9 if Shares are held in more
than one name), consult the enclosed GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9.
Failure to complete the Substitute Form W-9 will not, by itself, cause
Shares to be deemed invalidly tendered, but may require the Depositary to
withhold 28% of the amount of any payments made pursuant to the Offer. Backup
withholding is not an additional federal income tax. Rather, the federal income
tax liability of a person subject to backup withholding will be reduced by the
amount of tax withheld. If withholding results in an overpayment of taxes, a
refund may be obtained provided that the required information is furnished to
the Internal Revenue Service. FAILURE TO COMPLETE AND RETURN THE SUBSTITUTE FORM
W-9 MAY RESULT IN BACKUP WITHHOLDING OF 28% OF ANY PAYMENTS MADE TO YOU PURSUANT
TO THE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF
TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
9. MUTILATED, LOST, STOLEN OR DESTROYED CERTIFICATES. If the
certificate(s) representing Shares to be tendered have been mutilated, lost,
stolen or destroyed, stockholders should (i) complete this Letter of Transmittal
and check the appropriate box above and (ii) contact Whitehall Jewellers, Inc.'s
transfer agent, LaSalle Bank, immediately by calling toll-free (800) 246-5761.
Whitehall Jewellers, Inc.'s transfer agent will provide such holder with all
necessary forms and instructions to replace any such mutilated, lost, stolen or
destroyed certificates. The stockholder may be required to give the Purchaser a
bond as indemnity against any claim that may be made against it with respect to
the certificate(s) alleged to have been mutilated, lost, stolen or destroyed.
10. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Requests for
assistance or additional copies of the Offer to Purchase and this Letter of
Transmittal may be obtained from the Information Agent at its address or
telephone number set forth below.
9
THE INFORMATION AGENT FOR THE OFFER IS:
MACKENZIE PARTNERS, INC.
105 Madison Avenue
New York, New York 10016
(212) 929-5500 (call collect)
or
CALL TOLL-FREE (800) 322-2885
E-MAIL: proxy@mackenziepartners.com
10
Newcastle Partners L P
Filed: 5 Dec 05, 12:00am