OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)
OF
WHITEHALL JEWELLERS, INC.
AT
$1.20 NET PER SHARE
BY
JWL ACQUISITION CORP.
A WHOLLY OWNED SUBSIDIARY OF
NEWCASTLE PARTNERS, L.P.
December 5, 2005
To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:
We have been appointed by JWL Acquisition Corp. (the "Purchaser"), a
Delaware corporation and a wholly owned subsidiary of Newcastle Partners, L.P.,
a Texas limited partnership, to act as Information Agent in connection with its
offer to purchase all 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., a Delaware corporation (the "Company"),
at $1.20 per Share, net to the seller in cash, upon the terms and subject to the
conditions set forth in the Purchaser's Offer to Purchase dated December 5,
2005, and the related Letter of Transmittal (which, together with any amendments
or supplements thereto, collectively constitute the "Offer").
For your information and for forwarding to your clients for whom you hold
Shares registered in your name or in the name of your nominee, we are enclosing
the following documents:
1. Offer to Purchase dated December 5, 2005;
2. Letter of Transmittal, including a Substitute Form W-9, for your use
and for the information of your clients;
3. Notice of Guaranteed Delivery to be used to accept the Offer if the
Shares and all other required documents cannot be delivered to
American Stock Transfer & Trust Company, the Depositary for the
Offer, by the expiration of the Offer;
4. A form of letter which may be sent to your clients for whose
accounts you hold Shares registered in your name or in the name of
your nominee, with space provided for obtaining such clients'
instructions with regard to the Offer;
5. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9 providing information relating to backup federal
income tax withholding; and
6. Return envelope addressed to the Depositary.
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE.
THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON WEDNESDAY, JANUARY 4, 2006, UNLESS THE OFFER IS EXTENDED.
The Purchaser will not pay any fees or commissions to any broker, dealer
or other person (other than the Information Agent or the Depositary as described
in the Offer to Purchase) for soliciting tenders of Shares pursuant to the
Offer. The Purchaser will, however, upon request, reimburse brokers, dealers,
banks and trust companies for reasonable and necessary costs and expenses
incurred by them in forwarding materials to their customers. The Purchaser will
pay all stock transfer taxes applicable to its purchase of Shares pursuant to
the Offer, subject to Instruction 6 of the Letter of Transmittal.
In order to accept the Offer a duly executed and properly completed Letter
of Transmittal and any required signature guarantees, or an Agent's Message (as
defined in the Offer to Purchase) in connection with a book-entry delivery of
Shares, and any other required documents, should be sent to the Depositary by
12:00 Midnight, New York City time, on Wednesday, January 4, 2006.
Any inquiries you may have with respect to the Offer should be addressed
to, and additional copies of the enclosed materials may be obtained from, the
undersigned at the address and telephone number set forth on the back cover of
the Offer to Purchase.
Very truly yours,
MacKenzie Partners, Inc.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
THE AGENT OF JWL ACQUISITION CORP., NEWCASTLE PARTNERS, L.P., THE INFORMATION
AGENT OR THE DEPOSITARY, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY
DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE
OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED
THEREIN.
2
Newcastle Partners L P
Filed: 5 Dec 05, 12:00am