NOTICE OF GUARANTEED DELIVERY
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.
This form, or a substantially equivalent form, must be used to accept the
Offer (as defined below) if the certificates for shares of common stock, par
value $0.001 per share, and the associated preferred stock purchase rights, of
Whitehall Jewellers, Inc. and any other documents required by the Letter of
Transmittal cannot be delivered to the Depositary by the expiration of the
Offer. Such form may be delivered by hand, or transmitted by telegram, telex
facsimile transmission, or mail to the Depositary. See Section 3 of the Offer to
Purchase.
THE DEPOSITARY FOR THE OFFER IS:
AMERICAN STOCK TRANSFER & TRUST COMPANY
BY MAIL OR OVERNIGHT COURIER: BY FACSIMILE: BY HAND:
American Stock Transfer & Trust Company (FOR ELIGIBLE INSTITUTIONS ONLY) American Stock Transfer & Trust Company
Operations Center (718) 234-5001 Attn: Reorganization Department
Attn: Reorganization Department 59 Maiden Lane
6201 15th Avenue CONFIRM FACSIMILE BY TELEPHONE: Concourse Level
Brooklyn, NY 11219 (BY TELEPHONE ONLY) New York, NY 10038
Toll Free: (877) 248-6417
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER
THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.
This Notice of Guaranteed Delivery is not to be used to guarantee
signatures. If a signature on a Letter of Transmittal is required to be
guaranteed by an Eligible Institution under the instructions thereto, such
signature guarantee must appear in the applicable space provided in the
signature box on the Letter of Transmittal.
Ladies and Gentlemen:
The undersigned hereby tenders to JWL Acquisition Corp. (the "Purchaser"),
a Delaware corporation and a wholly owned subsidiary of Newcastle Partners,
L.P., a Texas limited partnership, upon the terms and subject to the conditions
set forth in the Offer to Purchase dated December 5, 2005, and the related
Letter of Transmittal (which, together with any amendments and supplements
thereto, collectively constitute the "Offer"), receipt of which is hereby
acknowledged, 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, pursuant to the guaranteed
delivery procedure set forth in Section 3 of the Offer to Purchase.
Certificate Numbers (if available) SIGN HERE
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Signature(s)
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(Name(s)) (Please Print)
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(Addresses)
If delivery will be by book-entry transfer:
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(Zip Code)
Name of Tendering Institution
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(Area Code and Telephone Number)
Account Number
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GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a firm which is a bank, broker, dealer, credit union,
savings association or other entity which is a member in good standing 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), guarantees (i) that the above named person(s) "own(s)" the
Shares tendered hereby within the meaning of Rule 14e-4 under the Securities
Exchange Act of 1934, (ii) that such tender of Shares complies with Rule 14e-4
and (iii) to deliver to the Depositary the Shares tendered hereby, together with
a properly completed and duly executed Letter(s) of Transmittal (or facsimile(s)
thereof) and certificates for the Shares to be tendered or an Agent's Message
(as defined in the Offer to Purchase) in the case of a book-entry delivery, and
any other required documents, all within three business days of the date hereof.
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(Name of Firm)
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(Address)
2
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(Zip Code)
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(Authorized Signature)
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(Name)
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(Area Code and Telephone Number)
Dated: , 20 .
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3
Newcastle Partners L P
Filed: 5 Dec 05, 12:00am