UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2 TO
SCHEDULE TO
(RULE 14d-100)
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1) OR 13(e)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934
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WHITEHALL JEWELLERS, INC.
(Name of Subject Company)
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JWL ACQUISITION CORP.
NEWCASTLE PARTNERS, L.P.
(Names of Filing Persons--Offeror)
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COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)
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965063100
(CUSIP Number of Class of Securities)
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MARK E. SCHWARZ
MANAGING MEMBER
NEWCASTLE PARTNERS, L.P.
300 Crescent Court, Suite 1110
Dallas, Texas 75201
(214) 661-7474
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Filing Persons)
COPIES TO:
STEVEN WOLOSKY, ESQ.
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
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TRANSACTION VALUATION* AMOUNT OF FILING FEE**
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$14,331,379 $1,533
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* Estimated for purposes of calculating the amount of filing fee only.
Transaction value derived by multiplying 11,942,816 (the maximum number of
shares of common stock of subject company estimated to be acquired by
Offeror) by $1.20 (the purchase price per share offered by Offeror).
** The amount of the filing fee, calculated in accordance with Rule 0-11 of
the Securities and Exchange Act of 1934, as amended, and Fee Rate Advisory
No. 5 for fiscal year 2006, equals $107.00 per million dollars of
transaction value. The filing fee was perviously paid.
|X| Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
Amount Previously Paid: $1,533 Filing Party: Newcastle Partners, L.P.
Form or Registration No.: SC TO-T Date Filed: December 5, 2005
|_| Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which
the statement relates:
|X| third-party tender offer subject to Rule 14d-1.
|_| issuer tender offer subject to Rule 13e-4.
|_| going-private transaction subject to Rule 13e-3.
|_| amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer. |_|
ITEMS 1 THROUGH 9, AND ITEM 11.
This Amendment No. 2 to Tender Offer Statement on Schedule TO amends and
supplements the statement originally filed on December 5, 2005 by Newcastle
Partners, L.P., a Texas limited partnership ("Parent"), and JWL Acquisition
Corp. (the "Purchaser"), a Delaware corporation and a wholly owned subsidiary of
Parent. This Schedule TO relates to the offer by the Purchaser 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, without interest, 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 information set forth in the Offer to Purchase and the related
Letter of Transmittal is incorporated herein by reference with respect to Items
1 through 9 and 11 of this Schedule TO.
The Offer to Purchase is hereby amended and supplemented as follows:
The last sentence of the first paragraph of the Summary Term Sheet is
hereby deleted and replaced with the following:
"This summary term sheet is not meant to be a substitute for the
information contained in the remainder of this Offer to Purchase and the related
Letter of Transmittal, and the information contained in this summary term sheet
is qualified in its entirety by the more detailed descriptions and explanations
contained in this Offer to Purchase and the related Letter of Transmittal. We
urge you to carefully read this entire Offer to Purchase and the related Letter
of Transmittal."
The first sentence of the first paragraph under the question "When and how
will I be paid for my tendered shares" in the Summary Term Sheet is hereby
deleted and replaced with the following:
"Subject to the terms and conditions of the Offer, we will pay for all
validly tendered and not withdrawn shares promptly after termination or
withdrawal of the Offer."
The following sentence is hereby inserted at the end of the fifth
paragraph of Section 1 ("Terms of the Offer"):
"Upon the Purchaser and Parent becoming aware of the issuance of separate
certificates evidencing Rights, a press release will be promptly issued setting
forth exactly what procedures you need to follow in order to tender your Rights
along with your shares of Common Stock. Please see "The Offer - Section 8 -
Preferred Stock Purchase Rights" for a detailed discussion regarding what could
cause the issuance of separate Rights certificates."
The first paragraph of Section 2 ("Acceptance for Payment and Payment") is
hereby deleted and replaced with the following:
"Upon the terms and subject to the conditions of the Offer, we will accept
for payment and pay for all Shares validly tendered and not withdrawn promptly
after the termination or withdrawal of the Offer. For a description of our right
to terminate the Offer and not accept for payment or pay for Shares, see "The
Offer--Section 14". If we increase the consideration to be paid for Shares
pursuant to the Offer, we will pay such increased consideration for all Shares
purchased pursuant to the Offer."
The following paragraph is hereby inserted after the sixth paragraph of
Section 8 ("Certain Information Concerning the Company"):
"Upon the Purchaser and Parent becoming aware of the issuance of separate
certificates evidencing Rights, a press release will be promptly issued setting
forth exactly what procedures you need to follow in order to tender your Rights
along with your shares of Common Stock."
The third to last paragraph of Section 8 ("Certain Information Concerning
the Company") is hereby deleted and replaced with the following:
"No additional consideration will be paid to stockholders if they are
required to tender Rights in addition to Common Stock for the valid tendering of
Shares."
The fifth to last paragraph of Section 12 ("Purpose of the Offer; Plans
for the Company; Statutory Requirements; Approval of the Merger; Appraisal
Rights") is hereby deleted and replaced with the following:
"The exact timing and details of any merger or other similar business
combination involving the Company will necessarily depend upon a variety of
factors, including the number of Shares we acquire pursuant to the Offer. We
currently intend to propose a merger or similar business combination generally
on the terms described above promptly following the Offer.
Condition (v)(a) in the sixth paragraph of Section 14 ("Conditions to the
Offer")is hereby deleted and replaced with the following:
"(v) (a) a tender or exchange offer for some or all of the Shares has been
publicly proposed to be made or has been made by another person (including the
Company or any of its subsidiaries or affiliates), or has been publicly
disclosed, or we otherwise learn that any person or "group" (as defined in
Section 13(d)(3) of the Exchange Act) has acquired or proposes to acquire
beneficial ownership of more than 5% of any class or series of capital stock of
the Company (including the Shares), through the acquisition of stock, the
formation of a group or otherwise, or is granted any option, right or warrant,
conditional or otherwise, to acquire beneficial ownership of more than 5% of any
class or series of capital stock of the Company (including the Shares) other
than acquisitions for bona fide arbitrage purposes only and other than as
disclosed in a Schedule 13D or 13G on file with the SEC on December 2, 2005
(including that certain Schedule 13D jointly filed by Prentice Capital
Management, LP, PWJ Lending LLC, PWJ Funding LLC and Michael Zimmerman on
October 13, 2005 with the SEC, as subsequently amended)"
The first sentence of the last paragraph of Section 14 ("Conditions to the
Offer")is hereby deleted and replaced with the following:
"The foregoing conditions are for the sole benefit of Parent, the
Purchaser and their affiliates and may be asserted by us or Parent in our
reasonable discretion regardless of the circumstances (excluding any affirmative
action or omission by Parent or us) giving rise to any such conditions or may be
waived by us in our reasonable discretion in whole or in part at any time or
from time to time before the Expiration Date (provided that all conditions to
the Offer other than those dependent upon the receipt of government approvals
must be satisfied or waived prior to expiration of the Offer)."
ITEM 10. FINANCIAL STATEMENTS.
Not applicable.
ITEM 12. EXHIBITS.
(a)(1)(i) Offer to Purchase dated December 5, 2005.*
(a)(1)(ii) Form of Letter of Transmittal.*
(a)(1)(iii) Form of Notice of Guaranteed Delivery.*
(a)(1)(iv) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.*
(a)(1)(v) Form of Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.*
2
(a)(1)(vi) Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9.*
(a)(1)(vii) Form of summary advertisement, dated December 5, 2005.*
(a)(5)(i) Text of press release issued by Parent, dated November 29,
2005.*
(a)(5)(ii) Text of press release issued by Parent, dated December 5,
2005.*
(a)(5)(iii) Letter sent by Parent to Chairman of the Special Committee of
the Board of Directors of the Company, dated December 20, 2005.*
(b) Not applicable.
(c) Not applicable.
(d) Joint Filing Agreement by and among 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,
dated November 29, 2005.*
(e) Not applicable.
(f) Not applicable.
(g) Not applicable.
(h) Not applicable.
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* Previously filed
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: December 22, 2005
NEWCASTLE PARTNERS, L.P.
By: Newcastle Capital Management, L.P.
its General Partner
By: Newcastle Capital Group, L.L.C.
its General Partner
By: /s/ Mark E. Schwarz
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Name: Mark E. Schwarz
Title: Managing Member
JWL ACQUISITION CORP.
By: /s/ John P. Murray
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Name: John P. Murray
Title: President and Secretary
4
EXHIBIT INDEX
(a)(1)(i) Offer to Purchase dated December 5, 2005.*
(a)(1)(ii) Form of Letter of Transmittal.*
(a)(1)(iii) Form of Notice of Guaranteed Delivery.*
(a)(1)(iv) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.*
(a)(1)(v) Form of Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(vi) Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9.*
(a)(1)(vii) Form of summary advertisement, dated December 5, 2005.*
(a)(5)(i) Text of press release issued by Parent, dated November 29,
2005.*
(a)(5)(ii) Text of press release issued by Parent, dated December 5,
2005.*
(a)(5)(iii) Letter sent by Parent to Chairman of the Special Committee of
the Board of Directors of the Company, dated December 20, 2005.*
(b) Not applicable.
(c) Not applicable.
(d) Joint Filing Agreement by and among 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,
dated November 29, 2005.*
(e) Not applicable.
(f) Not applicable.
(g) Not applicable.
(h) Not applicable.
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* Previously filed
5
Newcastle Partners L P
Filed: 22 Dec 05, 12:00am