SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No.)
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [ X ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Under Rule 14a-12
WHITEHALL JEWELLERS, INC.
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(Name of Registrant as Specified in Its Charter)
NEWCASTLE PARTNERS, L.P.
NEWCASTLE CAPITAL MANAGEMENT, L.P.
NEWCASTLE CAPITAL GROUP, L.L.C.
JWL ACQUISITION CORP.
MARK E. SCHWARZ
STEVEN J. PULLY
JOHN P. MURRAY
MARK A. FORMAN
CLINTON J. COLEMAN
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(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials:
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[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
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(1) Amount previously paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
Newcastle Partners, L.P. ("Newcastle"), together with the other
participants named herein, is filing materials contained in this Schedule 14A
with the Securities and Exchange Commission ("SEC") in connection with the
definitive filing with the SEC of a proxy statement and accompanying proxy card
to be used to solicit votes against proposals 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. and for the election of its slate of director nominees at
a special meeting of stockholders scheduled for January 19, 2006.
Item 1: On January 5, 2006, Newcastle issued the following press
release.
PRESS RELEASE
CONTACTS:
Daniel H. Burch (212)-929-5748
Jeanne M. Carr (212)-929-5916
MacKenzie Partners, Inc.
FOR IMMEDIATE RELEASE:
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NEWCASTLE PARTNERS COMMENCES LITIGATION AGAINST PRENTICE
CAPITAL MANAGEMENT, HOLTZMAN OPPORTUNITY FUND AND WHITEHALL
JEWELLERS SEEKING INJUNCTIVE RELIEF ARISING FROM CERTAIN
SECURITIES LAW VIOLATIONS
DALLAS, TX - JANUARY 5, 2006 -- Newcastle Partners, L.P. announced
today that it had commenced an action against Prentice Capital Management, L.P.
("Prentice"), Holtzman Opportunity Fund, L.P. ("Holtzman") and Whitehall
Jewellers, Inc. (Pink Sheets: JWLR) in the United States District Court for the
Southern District of New York seeking injunctive relief arising from certain
securities law violations, among other things.
Newcastle's Complaint alleges that Whitehall, Prentice and Holtzman
have engaged in a series of violations of the federal securities laws, including
violations of tender offer rules and regulations. Among other things, the
Complaint alleges that Prentice and Holtzman have been secretly acquiring a
control block of shares, without disclosing their plans and purchases, in
violation of Section 13(d) and Section 14(d) of the Securities Exchange Act of
1934. According to the Complaint, Prentice and Holtzman have engaged in a DE
FACTO tender offer, under which a select group of shareholders are being offered
a substantial premium to market prices as a coercive device to pressure them to
tendering their shares.
The Complaint further alleges that Whitehall has violated federal proxy
laws by failing to disclose the activities of Prentice and Holtzman in support
of the proposals submitted by Whitehall management for consideration at the
Special Meeting of Shareholders.
The Complaint also alleges that Whitehall has violated Delaware
corporate law by favoring Prentice and Holtzman in the auction now underway for
control of Whitehall. The Board of Whitehall has tilted the playing field, the
Complaint asserts, by invoking Whitehall's "poison pill" against Newcastle,
while waiving this protective device against Prentice. Whitehall's waiver of the
poison pill is effectively permitting Prentice to purchase control, with
selected shareholders receiving a control premium. The Complaint further alleges
that a majority vote at the Special Meeting is not sufficient to approve the
reverse stock split proposed by Whitehall management. The Complaint seeks a
declaration that, under Whitehall's charter, approval by 75% of the outstanding
shares is required.
Mark Schwarz, the managing member of Newcastle Partners, stated: "We
believe that the Newcastle tender offer provides Whitehall's shareholders with a
clearly superior alternative to the Prentice transaction. Under Newcastle's
offer Whitehall shareholders would receive $1.50 per share, a significant
premium to market. It is clear to us that shareholders could suffer badly if the
Prentice financing is approved in this manipulative manner. Whitehall
shareholders will lose the opportunity to accept a premium offer and be left
with a pink sheet investment of questionable value with no significant
protections from majority holder Prentice whose economic interests have an
inherent conflict with all minority investors. Newcastle was compelled to file
its Complaint to prevent further securities laws violations and to preserve the
right of all of Whitehall's shareholders to fairly choose between the Newcastle
offer or the other alternative."
Newcastle Partners, through its whole-owned subsidiary, commenced a
cash tender offer to purchase all of the outstanding shares of Whitehall on
December 5, 2005. On January 4, 2006, Newcastle announced that it was increasing
its offer price to $1.50 per share, extending the termination date of the offer
to 5:00 pm, New York City time on Friday, January 27, 2006 and eliminating or
amending a number of conditions to the offer so that Newcastle believes that the
majority of the remaining conditions are now in the control of the Board of
Directors of Whitehall.
The solicitation and the offer to buy Whitehall Jewellers, Inc.'s
common stock is only made pursuant to the Offer to Purchase and related
materials that Newcastle Partners, L.P. and JWL Acquisition Corp. filed on
December 5, 2005, as amended December 22, 2005, January 4, 2006 and January 5,
2006. Stockholders should read the Offer to Purchase and related materials
carefully because they contain important information, including the terms and
conditions of the offer. Stockholders can obtain the Offer to Purchase and
related materials free at the SEC's website at www.sec.gov, from MacKenzie
Partners, the Information Agent for the offer, or from Newcastle Partners, L.P.
CERTAIN INFORMATION CONCERNING PARTICIPANTS
Newcastle Partners, L.P. ("Newcastle"), together with the other Participants (as
defined below), has made a definitive filing with the SEC of a proxy statement
(the "Definitive Proxy Statement") and accompanying proxy card to be used to
solicit votes against proposals 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. and for the election of its slate of director nominees at a special
meeting of stockholders scheduled for January 19, 2006 (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, JWL
ACQUISITION CORP., MARK E. SCHWARZ, STEVEN J. PULLY, JOHN P. MURRAY, MARK A.
FORMAN AND CLINTON J. COLEMAN (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, NOVEMBER 30, 2005, DECEMBER 5, 2005, DECEMBER
14, 2005, DECEMBER 29, 2005 AND JANUARY 5, 2006 AND THE DEFINITIVE PROXY
STATEMENT.
Newcastle Partners L P
Filed: 5 Jan 06, 12:00am