THIS ANNOUNCEMENT IS NOT AN OFFER TO PURCHASE OR A SOLICITATION OF AN OFFER TO
SELL SHARES (AS DEFINED BELOW). THE OFFER (AS DEFINED BELOW) IS MADE SOLELY BY
THE OFFER TO PURCHASE DATED DECEMBER 5, 2005 AND THE RELATED LETTER OF
TRANSMITTAL AND ANY AMENDMENTS OR SUPPLEMENTS THERETO AND IS BEING MADE TO ALL
HOLDERS OF SHARES. THE OFFER IS NOT BEING MADE TO, NOR WILL TENDERS BE ACCEPTED
FROM OR ON BEHALF OF, HOLDERS OF SHARES IN ANY JURISDICTION IN WHICH THE MAKING
OF THE OFFER OR ACCEPTANCE THEREOF WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF
SUCH JURISDICTION. IN THOSE JURISDICTIONS WHERE THE APPLICABLE LAWS REQUIRE THAT
THE OFFER BE MADE BY A LICENSED BROKER OR DEALER, THE OFFER SHALL BE DEEMED TO
BE MADE ON BEHALF OF THE PURCHASER BY ONE OR MORE REGISTERED BROKERS OR DEALERS
LICENSED UNDER THE LAWS OF SUCH JURISDICTION.
NOTICE OF 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.
JWL Acquisition Corp. (the "Purchaser"), a Delaware corporation and a
wholly owned subsidiary of Newcastle Partners, L.P., a Texas limited partnership
("Parent"), is offering to purchase all outstanding shares of common stock,
$0.001 par value per share (the "Common Stock") of Whitehall Jewellers, Inc., a
Delaware corporation (the "Company"), including the associated preferred stock
purchase rights (the "Rights") issued pursuant to the Amended and Restated
Stockholders Rights Plan, dated as of April 28, 1999, between the Company and
LaSalle Bank National Association, as Rights Agent (the Common Stock and the
Rights together are referred to herein as the "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 (the "Offer to Purchase") and in
the related Letter of Transmittal (which, together with any amendments or
supplements thereto, collectively constitute the "Offer").
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 purpose of the Offer is to acquire control of, and the entire equity
interest in, the Company. The Purchaser currently intends, as soon as
practicable after consummation of the Offer, to seek maximum representation on
the Company's Board of Directors and to seek to have the Company consummate a
merger or other similar business combination with the Purchaser (or one of its
subsidiaries). Pursuant to such merger or business combination, outstanding
Shares not owned by Parent or its subsidiaries (including the Purchaser) would
be converted into the right to receive cash in an amount equal to the price per
Share provided pursuant to the Offer.
The Offer is conditioned upon, among other things, (1) there being validly
tendered and not withdrawn before the expiration of the Offer a number of
Shares, which, together with the Shares then owned by Parent and its
subsidiaries (including the Purchaser), represents at least a majority of the
total number of Shares outstanding on a fully-diluted basis, (2) the termination
of the Securities Purchase Agreement, dated as of October 3, 2005, between the
Company, PWJ Funding LLC, PWJ Lending LLC and Holtzman Opportunity Fund, L.P.
pursuant to which the Company would sell up to $50 million in convertible notes,
(3) stockholder rejection of the conditions to consummation of such Securities
Purchase Agreement, including the issuance of shares for the conversion of the
notes sold under the Securities Purchase Agreement, the 1-for-2 reverse stock
split, and the election of the directors nominated by the purchasers under the
Securities Purchase Agreement, (4) a refinancing, acceptable to Parent, of the
Company's senior credit facility or a consent to the Offer and the potential
merger thereafter, as described in the Offer to Purchase, by the lenders under
the Company's senior credit facility, (5) the Company's Board of Directors
redeeming the Rights or the Purchaser being satisfied that the Rights have been
invalidated or are otherwise inapplicable to the Offer and the potential merger
thereafter, (6) the Company's Board of Directors approving replacement financing
to be provided by Parent of the Company's existing bridge loan financing with
financial terms no less favorable to the Company than the existing financing,
but with no warrants, conversion rights, or other equity components, and (7) the
Purchaser being satisfied that Section 203 of the Delaware General Corporation
Law is inapplicable to the Offer and the potential merger thereafter. The Offer
is also subject to the other conditions described in the Offer to Purchase. If
any such condition is not satisfied, the Purchaser may (i) terminate the Offer
and return all tendered Shares to tendering stockholders, (ii) extend the Offer
and, subject to withdrawal rights as set forth below, retain all such Shares
until the expiration of the Offer as so extended, (iii) waive any condition and,
subject to any requirement to extend the period of time during which the Offer
is open, purchase all Shares validly tendered prior to the expiration of the
Offer and not withdrawn, (iv) amend the Offer in any other respect by giving
oral or written notice of such amendment to the Depositary or (v) delay
acceptance for payment or payment for Shares, subject to applicable law, until
satisfaction or waiver of the conditions to the Offer. Any such extension or
amendment, as discussed above, will be followed as promptly as practicable by
public announcement thereof and, in the case of such extension, no later than
9:00 a.m., New York City time on the next business day after the previously
scheduled Expiration of the Offer. The Offer is not conditioned upon Parent or
the Purchaser obtaining financing, other than as provided above.
After the expiration of the Offer, if all of the conditions to the Offer
have been satisfied or waived, but not 100% of the Shares have been tendered,
the Purchaser may, subject to certain conditions, include a subsequent offering
period of between three and 20 business days to permit additional tenders of
Shares. No withdrawal rights apply to Shares tendered in a subsequent offering
period, and no withdrawal rights apply during a subsequent offering period with
respect to Shares previously tendered in the Offer and accepted for payment. The
Purchaser does not currently intend to include a subsequent offering period,
although the Purchaser reserves the right to do so.
For purposes of the Offer, the Purchaser shall be deemed to have accepted
for payment tendered Shares when, as and if the Purchaser gives oral or written
notice to the Depositary of its acceptance for payment of the tenders of such
Shares. Payment for Shares accepted for payment pursuant to the Offer will be
made only after timely receipt by the Depositary of (i) certificates for such
Shares (or a confirmation of a book-entry transfer of such Shares into the
Depositary's account at the Book-Entry Transfer Facility (as defined in the
Offer to Purchase)) and, if the Distribution Date (as defined in the Offer to
Purchase) occurs, certificates for (or a confirmation of book-entry transfer, if
available, of such Shares into the Depositary's account at the Book-Entry
Transfer Facility of) the associated Rights, (ii) a properly completed and duly
executed Letter of Transmittal (or facsimile thereof) and (iii) any other
required documents.
Tenders of Shares made pursuant to the Offer may be withdrawn at any time
prior to the expiration of the Offer. Thereafter, such tenders are irrevocable,
except that they may be withdrawn after February 3, 2006 unless such Shares have
been accepted for payment as provided in the Offer to Purchase. To withdraw
tendered Shares, a written, telegraphic, telex or facsimile transmission notice
of withdrawal with respect to such Shares must be timely received by the
Depositary at one of its addresses set forth on the back cover of the Offer to
Purchase, and the notice of withdrawal must specify the name of the person who
tendered the Shares to be withdrawn, the number of Shares to be withdrawn and
the name of the registered holder of Shares, if different from that of the
person who tendered such Shares. If the Shares to be withdrawn have been
delivered to the Depositary, a signed notice of withdrawal with (except in the
case of Shares tendered by an Eligible Institution (as defined in the Offer to
2
Purchase)) signatures guaranteed by an Eligible Institution must be submitted
prior to the release of such Shares. In addition, such notice must specify, in
the case of Shares tendered by delivery of certificates, the name of the
registered holder (if different from that of the tendering stockholder) and the
serial numbers shown on the particular certificates evidencing the Shares to be
withdrawn or, in the case of Shares tendered by book-entry transfer, the name
and number of the account at the Book-Entry Transfer Facility to be credited
with the withdrawn Shares.
The information required to be disclosed by paragraph (d)(1) of Rule 14d-6
of the General Rules and Regulations under the Securities Exchange Act of 1934
is contained in the Offer to Purchase and the related Letter of Transmittal and
is incorporated herein by reference.
A request has been made to the Company for the use of its stockholder list
and security position listings for the purpose of disseminating the Offer to
holders of Shares. The Offer to Purchase and the related Letter of Transmittal
will be mailed to record holders of Shares and will be furnished to brokers,
banks and similar persons whose names, or the names of whose nominees, appear on
the stockholder list or, if applicable, who are listed as participants in a
clearing agency's security position listing for subsequent transmittal to
beneficial owners of Shares.
The Offer to Purchase and the related Letter of Transmittal contain
important information. Stockholders should carefully read both in their entirety
before any decision is made with respect to the Offer.
Any questions or requests for assistance may be directed to the
Information Agent at the telephone number and address set forth below. Requests
for copies of the Offer to Purchase and the related Letter of Transmittal and
other tender offer materials may be directed to the Information Agent as set
forth below, and copies will be furnished promptly at the Purchaser's expense.
Stockholders may also contact their broker, dealer, commercial bank, trust
company or nominee for assistance concerning the Offer. To confirm delivery of
Shares, stockholders are directed to contact the Depositary.
THE INFORMATION AGENT FOR THE OFFER IS:
MACKENZIE PARTNERS, INC.
105 Madison Avenue
New York, New York 10016
(212) 929-5500 (Call Collect)
proxy@mackenziepartners.com
or
CALL TOLL FREE (800) 322-2885
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Newcastle Partners L P
Filed: 5 Dec 05, 12:00am