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.
(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 12, 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 REQUESTS THAT WHITEHALL JEWELLERS FINALLY MEET WITH IT
AFTER WEEKS OF DELAY
GLASS LEWIS SUPPORTS ELECTION OF NEWCASTLE NOMINEES TO WHITEHALL JEWELLERS'
BOARD AND RECOMMENDS REJECTION OF PRENTICE FINANCING PROPOSALS
GLASS LEWIS RECOGNIZES PRENTICE FINANCING WOULD HAVE SUBSTANTIAL DILUTIVE
EFFECT ON WHITEHALL SHAREHOLDERS AND WOULD GIVE PRENTICE CONTROL OF THE COMPANY
WITH NO PREMIUM PAID TO WHITEHALL SHAREHOLDERS
DALLAS, TX - JANUARY 12, 2006 - Newcastle Partners, L.P. is pleased to
announce that Newcastle has received a letter from Whitehall Jewellers, Inc.
(Pink Sheets: JWLR.PK) which, although criticizing Newcastle's offer as not
superior, does hold out the possibility that Whitehall might finally be willing
to meet with Newcastle after weeks of delay to negotiate definitive agreements
to consummate Newcastle's tender offer.
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 its offer. Newcastle now believes that the
majority of the remaining conditions are now in the control of the Board of
Directors of Whitehall.
Newcastle's response is set forth below:
"Newcastle Partners, L.P.
January 11, 2006
VIA FACSIMILE AND FEDERAL EXPRESS
Daniel Levy
c/o Board of Directors
Whitehall Jewellers, Inc.
155 North Wacker Drive
Chicago, Illinois 60606
Dear Dan:
We find ourselves responding to yet another letter from you, on behalf
of Whitehall Jewellers, Inc., which we received today criticizing the efforts
made by Newcastle Partners, L.P. to present a superior offer to Whitehall, its
stockholders and creditors. In your letter you again seek to establish yet
another roadblock for reasons why not to proceed, criticizing documents
previously delivered to Whitehall as drafts, which have never been commented on
by Whitehall despite our requests for comments, as well as setting a list of
preconditions for meeting with us, although we have been requesting for weeks
that we meet to discuss ALL issues concerning our offer. It seems that what the
Board of Directors wants to do is to delay any negotiations with Newcastle until
such time as a timely closing is not possible and stockholders are forced to
choose between the coercive and inferior Prentice proposal and the Board's
threat of a bankruptcy filing, rather than Newcastle's offer of immediate
liquidity at $1.50 per share.
In an effort to move forward, however, and not argue about statements
contained in your letter, we propose that we meet immediately in New York, or
any other place of your choosing, to negotiate definitive documents, including
the draft Merger Agreement and Bridge Loan previously supplied to Whitehall by
Newcastle, as well as any and all other necessary documents, agreements and
mechanics required or reasonably advisable in connection with the timing and
funding of our offer and related financings, as well as the transactions
closings. At this meeting we are prepared to provide bank and brokerage
statements verifying that Newcastle has capital of sufficient amount and the
liquidity to provide the proposed financing and close the offer, as well as to
discuss appropriate mechanics in connection with the financing and offer, and to
assure Whitehall that the necessary funds will be available at all times to fund
the transaction.
Newcastle is ready, willing and able to meet at your earliest
convenience, and suggest tomorrow morning. We propose that a meeting be convened
at 10:00 am at the offices of our attorneys, Olshan Grundman Frome Rosenzweig &
Wolosky LLP, Park Avenue Tower, 65 East 55th Street, New York, New York. Of
course, we would be pleased to have tomorrow's meeting at your attorney's
offices if you would prefer--we don't stand on formality, we believe it is
crucial that we finally meet to discuss substantive issues which could benefit
all stockholders.
As we have continually said, we do not believe the Prentice financing
proposal is in Whitehall's or its stockholders' best interests. We would welcome
the opportunity to proceed forward and discuss any reasonable changes to the
draft merger agreement and bridge financing agreements we previously submitted
to Whitehall. Our offer is fully capable of being promptly consummated and the
Board should stop wasting valuable time by setting preconditions and negotiating
through public filings rather than at the bargaining table. We call on the
Whitehall Board to stop using smear tactics and misstatements in its public
filings, and to carefully review our offer and negotiate with us in good faith.
We are confident that under such a circumstance a definitive merger agreement
can be promptly negotiated within 48 hours and the tender offer closed by
January 31, 2006. Under these circumstances, we do not understand how the Board
can justify selling up to 87% of Whitehall to Prentice for as little as $.75 per
share rather than allowing stockholders to receive $1.50 per share now from our
offer.
Newcastle and its representatives stand ready to meet with the Board of
Directors and its representatives as soon as possible. Please contact the
undersigned at (214) 661-7474 or our counsel, Steven Wolosky (212-451-2333) or
Adam Finerman (212-451-2289), to discuss any questions the Board might have.
Very truly yours,
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 Schwarz
Mark Schwarz, Managing Member
cc: Board of Directors
Mr. Robert L. Baumgardner,
Chief Executive Officer"
Newcastle Partners, L.P. also announced today that another leading
proxy advisor, Glass Lewis & Co., has recommended that shareholders of Whitehall
vote AGAINST the Prentice Financing proposals and FOR the Newcastle Partners
director nominees at the Special Meeting of Stockholders scheduled for January
19, 2006.
In its analysis, Glass Lewis recognized that, "Newcastle's tender offer
presents shareholders with a more certain value, and a premium, in exchange for
their shares," and that, "Electing the Newcastle nominees to the board will
facilitate a sale agreement and fair value for Whitehall shareholders."
Speaking on behalf of Newcastle Partners, managing member Mark Schwarz
stated: "Having the premier proxy advisors, ISS and now Glass Lewis, recommend a
vote FOR the Newcastle nominees and a vote AGAINST the Prentice Financing
proposals, clearly bolsters our case that the current Board and management team
do not have the best interests of shareholders at heart. We continue to urge our
fellow stockholders to vote the GREEN proxy card to help produce maximum value
for all Whitehall stockholders."
Mr. Schwarz reiterated that: "We believe our offer provides Whitehall's
shareholders with a clearly superior alternative to the Prentice transaction.
With the elimination of the financing contingency condition from our offer, we
do not understand how the Board can continue to justify selling up to 87% of
Whitehall to Prentice for as little as $.75 per share rather than allowing
shareholders to receive $1.50 per share now."
Mr. Schwarz concluded, "The Whitehall Board needs to act now to level
the playing field and stop the Prentice deal from going forward until
shareholders are able to make an unimpeded choice as to whether they want our
premium offer of $1.50 per share or the Prentice Financing which gives
shareholders no payment whatsoever."
Newcastle, 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 its offer. Newcastle now believes that the majority of
the remaining conditions are now solely in control of the Board of Directors of
Whitehall.
Shareholders who have questions or need assistance in voting their
GREEN proxy card are encouraged to call Newcastle's proxy solicitors, MacKenzie
Partners, Inc. toll-free at (800) 322-2885.
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, January 5, 2006
and January 9, 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, JANUARY 5, 2006 AND JANUARY 9, 2006 AND THE
DEFINITIVE PROXY STATEMENT.
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