PRESS RELEASE
CONTACT:
Daniel H. Burch
Jeanne M. Carr
MacKenzie Partners, Inc.
(800) 322-2885
FOR IMMEDIATE RELEASE:
NEWCASTLE PARTNERS LAUNCHES CASH TENDER OFFER FOR
WHITEHALL JEWELLERS FOR $1.20 PER SHARE
DALLAS, TX - DECEMBER 5, 2005 -- Newcastle Partners, L.P.
("Newcastle"), which owns an aggregate of 2,018,400 shares or approximately
14.5% of common stock of Whitehall Jewellers, Inc. (OTC:JWLR.PK; "Whitehall")
announced that JWL Acquisition Corp., a wholly-owned subsidiary of Newcastle,
has commenced a cash tender offer to purchase all of the outstanding shares of
Whitehall for $1.20 per share.
The tender offer is subject to several conditions, including (i) a
majority of Whitehall's shares on a fully diluted basis being tendered and not
withdrawn, (ii) the termination of the Securities Purchase Agreement, dated as
of October 3, 2005, between Whitehall, PWJ Funding LLC, PWJ Lending LLC and
Holtzman Opportunity Fund, L.P. pursuant to which Whitehall would sell up to $50
million in convertible notes, (iii) stockholder rejection of the conditions to
consummation of such Securities Purchase Agreement, (iv) a refinancing,
acceptable to Newcastle, of Whitehall's senior credit facility or a consent to
the Offer to Purchase and the potential merger thereafter by the lenders under
Whitehall's senior credit facility, (v) Whitehall's Board of Directors redeeming
the associated preferred stock purchase rights or Newcastle being satisfied that
the rights have been invalidated or are otherwise inapplicable to the offer and
the potential merger thereafter, as described in the Offer to Purchase, (vi)
Whitehall's Board of Directors approving replacement financing to be provided by
Newcastle of Whitehall's existing bridge loan financing with financial terms no
less favorable to Whitehall than the existing financing, but with no warrants,
conversion rights or other equity related components, and (vii) Newcastle being
satisfied that Section 203 of the Delaware General Corporation Law is
inapplicable to the Offer to Purchase and the potential merger thereafter. The
offer is not subject to or conditioned upon any financing arrangements other
than as provided above.
Newcastle previously filed on November 29, 2005 a preliminary proxy
statement with the U.S. Securities and Exchange Commission ("SEC") relating to
Newcastle's solicitation of proxies in opposition to the proposals relating to a
pending financing transaction between Whitehall and investment funds managed by
Prentice Capital Management, L.P. and Holtzman Opportunity Fund, L.P. to be
voted on at a special meeting of stockholders. Specifically, Newcastle is
soliciting proxies against each of Whitehall's proposals at the special meeting,
which are: (i) a proposal to approve the issuance of shares of common stock
pursuant to the terms of Whitehall's secured convertible notes, (ii) a proposal
to approve an amendment to Whitehall's certificate of incorporation to effect a
1-for-2 reverse stock split of its capital stock and (iii) a proposal to elect
one (1) Class I director, three (3) Class II directors and two (2) Class III
directors. As of this time, neither a record date nor a meeting date has been
set by Whitehall for this special meeting of stockholders. Upon completion of
the SEC review process, Newcastle intends to file and mail to stockholders a
definitive proxy statement.
THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER TO BUY
OR THE SOLICITATION OF AN OFFER TO SELL ANY SHARES. THE SOLICITATION AND THE
OFFER TO BUY WHITEHALL'S COMMON STOCK IS ONLY BEING MADE PURSUANT TO AN OFFER TO
PURCHASE AND RELATED MATERIALS THAT NEWCASTLE PARTNERS, L.P. WILL FILE WITH THE
SECURITIES AND EXCHANGE COMMISSION. STOCKHOLDERS SHOULD READ THESE MATERIALS
CAREFULLY BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND
CONDITIONS OF THE OFFER. STOCKHOLDERS WILL BE ABLE TO OBTAIN THE OFFER TO
PURCHASE AND RELATED MATERIALS WITH RESPECT TO THE TENDER OFFER FREE AT THE
SEC'S WEBSITE AT WWW.SEC.GOV OR FROM NEWCASTLE PARTNERS, L.P.
Any forward-looking statements contained in this release are made pursuant to
the safe harbor provisions of the Private Securities Litigation Reform Act of
1995. Forward-looking statements are inherently subject to a variety of risks
and uncertainties that could cause actual results to differ materially from
those projected. These risks and uncertainties include, among others: the
willingness of Whitehall stockholders to tender their shares in the tender offer
and the number and timing of shares tendered; the receipt of third party
consents to the extent required for the acquisition; and satisfaction of the
various closing conditions. Other important factors that could cause actual
results to differ materially are included but are not limited to those listed in
Whitehall's periodic reports and registration statements filed with the
Securities and Exchange Commission. Newcastle undertakes no obligation to update
information contained in this release.
CERTAIN INFORMATION CONCERNING PARTICIPANTS
Newcastle Partners, L.P. ("Newcastle"), together with the other
Participants (as defined below), has made a preliminary filing with the SEC of a
proxy statement (the "Preliminary Proxy Statement") and accompanying proxy card
to be used to solicit votes against each proposal of Whitehall Jewellers, Inc.
(the "Company") relating to a pending financing transaction between the Company
and investment funds managed by Prentice Capital Management, L.P. and Holtzman
Opportunity Fund, L.P. at a special meeting of stockholders, which has not yet
been scheduled by the Company (the "Special Meeting").
NEWCASTLE ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT
AND OTHER PROXY MATERIALS RELATING TO THE SPECIAL MEETING AS THEY BECOME
AVAILABLE BECAUSE THEY CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS ARE
AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION,
THE PARTICIPANTS IN THE SOLICITATION WILL PROVIDE COPIES OF THE PROXY MATERIALS,
WITHOUT CHARGE, UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE
PARTICIPANTS' PROXY SOLICITOR, MACKENZIE PARTNERS, INC., AT ITS TOLL-FREE
NUMBER: (800) 322-2885 OR BY E-MAIL AT: PROXY@MACKENZIEPARTNERS.COM.
THE PARTICIPANTS IN THE PROXY SOLICITATION ARE NEWCASTLE PARTNERS, L.P.,
NEWCASTLE CAPITAL MANAGEMENT, L.P., NEWCASTLE CAPITAL GROUP, L.L.C., MARK E.
SCHWARZ, STEVEN J. PULLY AND JOHN P. MURRAY (THE "PARTICIPANTS"). INFORMATION
REGARDING THE PARTICIPANTS AND THEIR DIRECT OR INDIRECT INTERESTS IS AVAILABLE
IN THE SCHEDULE 13D JOINTLY FILED WITH THE SEC ON APRIL 19, 2005, AS
SUBSEQUENTLY AMENDED ON JULY 7, 2005, OCTOBER 27, 2005 AND NOVEMBER 30, 2005,
AND THE PRELIMINARY PROXY STATEMENT.
Newcastle Partners L P
Filed: 5 Dec 05, 12:00am