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As filed with the Securities and Exchange Commission on March 17, 2006
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO-T/A
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4)
WHITEHALL JEWELLERS, INC.
(NAME OF SUBJECT COMPANY (ISSUER))
PRENTICE CAPITAL MANAGEMENT, LP
HOLTZMAN OPPORTUNITY FUND, L.P.
PWJ FUNDING LLC
PWJ LENDING LLC
HOLTZMAN FINANCIAL ADVISORS, LLC
SH INDEPENDENCE, LLC
MICHAEL ZIMMERMAN
SEYMOUR HOLTZMAN
JONATHAN DUSKIN
WJ HOLDING CORP.
WJ ACQUISITION CORP.
(NAME OF FILING PERSON (OFFEROR))
Common Stock, Par Value $0.001 Per Share 965063100
(Title of Class of Securities) (CUSIP Number of Class of Securities)
JONATHAN DUSKIN
PRENTICE CAPITAL MANAGEMENT, LP
623 FIFTH AVENUE, 32ND FLOOR
NEW YORK, NY 10022
TELEPHONE: (212) 756-8040
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE
NOTICES AND COMMUNICATIONS ON BEHALF OF FILING PERSONS)
COPIES TO:
MARC WEINGARTEN, ESQ.
ROBERT GOLDSTEIN, ESQ. SEYMOUR HOLTZMAN
SCHULTE ROTH & ZABEL LLP C/O JEWELCOR COMPANIES
919 THIRD AVENUE 100 N. WILKES BARRE BLVD. 4TH FLOOR
NEW YORK, NY 10022 WILKES BARRE, PA 18702
TELEPHONE: (212) 756-2000 TELEPHONE: (570) 822-6277
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CALCULATION OF FILING FEE
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TRANSACTION VALUATION (1) / AMOUNT OF FILING FEE (2)
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$23,602,401 / $2,525.46
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(1) Estimated for purposes of calculating the filing fee only. This calculation
assumes the purchase of 12,518,790 shares of common stock, par value $0.001 per
share, and the associated preferred stock purchase rights, of Whitehall
Jewellers, Inc. ("the Shares") at the tender offer price of $1.60 per Share. The
transaction value also includes the offer price of $1.60 multiplied by
2,232,711, the estimated number of options to purchase Shares that are currently
outstanding and exercisable.
(2) The amount of the filing fee calculated in accordance with the Securities
Exchange Act of 1934, as amended, equals $107.00 for each $1,000,000 of value.
/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: $2,525.46. Filing party: Prentice Capital Management,
Form or Registration No.: Schedule TO. LP.
Date Filed: February 8, 2006 ($2,198.90) and
February 22, 2006 ($326.56).
/ / 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.
/X/ Going-private transaction subject to Rule 13e-3.
/X/ 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: /X/
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This Amendment No. 4 ("Amendment No. 4") amends and supplements the
Tender Offer Statement on Schedule TO originally filed with the Securities and
Exchange Commission (the "Commission") on February 8, 2006, as amended on
February 22, 2006, March 6, 2006 and March 10, 2006 (the "Schedule TO"), by WJ
Acquisition Corp., a Delaware corporation (the "Purchaser"), WJ Holding Corp., a
Delaware corporation ("Holdco"), Prentice Capital Management, LP, a Delaware
limited partnership ("Prentice"), Holtzman Opportunity Fund, L.P., a Nevada
limited partnership ("Holtzman," and together with Prentice, the "Investors"),
PWJ Funding LLC ("PWJ Funding"), PWJ Lending LLC ("PWJ Lending"), Holtzman
Financial Advisors, LLC, SH Independence, LLC, Michael Zimmerman, Jonathan
Duskin and Seymour Holtzman. We refer to the Purchaser, Holdco, Prentice, PWJ
Funding LLC, PWJ Lending LLC, Jonathan Duskin and Michael Zimmerman, each an
affiliate of Prentice, Holtzman, Seymour Holtzman, Holtzman Financial Advisors,
LLC, SH Independence, LLC, each an affiliate of Holtzman, as the "Purchaser
Group." This Amendment No. 4 relates to the offer by the Purchaser to purchase
all of the outstanding shares of Common Stock, par value $0.001 per share,
together with the associated preferred stock purchase rights, (the "Shares") of
Whitehall Jewellers, Inc., a Delaware corporation ("Whitehall," or the
"Company"), other than the Shares beneficially owned by the Purchaser Group
immediately prior to the commencement of the Offer at a purchase price of $1.60
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 February 8,
2006 (the "Offer to Purchase") and in the related Letter of Transmittal, copies
of which are filed as Exhibits (a)(1)(i) and (a)(1)(ii) to the Schedule TO,
respectively. Capitalized terms used and not otherwise defined in this Amendment
No. 4 shall have the same meanings assigned to such terms in the Schedule TO or
the Offer to Purchase.
This Amendment No. 4 also serves as an amendment of the Schedule 13D
filed by Prentice on October 13, 2005 (as amended on October 31, 2005, December
12, 2005, December 13, 2005, January 6, 2006, January 17, 2006, January 18,
2006, January 25, 2006, February 3, 2006, February 9, 2006 and March 10, 2006)
and the Schedule 13D filed by Holtzman on November 1, 2005 (as amended on
December 12, 2005, January 6, 2006, January 17, 2006, January 26, 2006, February
3, 2006, February 9, 2006 and March 10, 2006).
The information in the Offer to Purchase is incorporated in this
Amendment No. 4 to the Schedule TO by reference in response to all of the
applicable items in the Schedule TO, except that such information is hereby
amended and supplemented to the extent specifically provided herein.
ITEM 11. ADDITIONAL INFORMATION
Item 11 of the Schedule TO is hereby amended and supplemented by adding
the following information:
At 5:00 p.m., New York City time, on March 16, 2006, the subsequent
offering period expired. Based on information provided by the Depositary to
Purchaser, as of 5:00 p.m., New York City time, on Thursday, March 16, 2006,
Whitehall's stockholders had tendered into the Offer, including the subsequent
offering period, 8,432,824 Shares. The tendered Shares, together
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with the Shares already beneficially owned by the Purchaser Group represent
approximately 76% of Whitehall's outstanding Shares. All Shares validly tendered
and not withdrawn prior to the expiration of the Offer were accepted for payment
by the Purchaser. As promptly as practicable, the Purchaser Group and the
Company intend to take all action within their control to effect the Merger in
which all remaining Whitehall stockholders will receive the same consideration
for their Shares as the stockholders who tendered their Shares in the Offer.
A copy of the joint press release issued by the Investors and Whitehall
on March 17, 2006 is attached hereto as Exhibit (a)(5)(iv) and is incorporated
herein by reference.
ITEM 12. EXHIBITS
Item 12 of the Schedule TO is hereby amended and supplemented by adding
the following exhibit after Exhibit (a)(5)(iv) of the Offer to Purchase:
(a)(5)(v) Press Release, dated March 17, 2006.
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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: March 17, 2006
HOLTZMAN OPPORTUNITY FUND, L.P.
By: Holtzman Financial Advisors, LLC, its General Partner
By: SH Independence, LLC, its Managing Member
By: /s/ Seymour Holtzman
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Name: Seymour Holtzman
Title: Sole Member
HOLTZMAN FINANCIAL ADVISORS, LLC
By: SH Independence, LLC, its Managing Member
By: /s/ Seymour Holtzman
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Name: Seymour Holtzman
Title: Sole Member
SH INDEPENDENCE, LLC
By: /s/ Seymour Holtzman
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Name: Seymour Holtzman
Title: Sole Member
PRENTICE CAPITAL MANAGEMENT, LP
By: /s/ Michael Weiss
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Name: Michael Weiss
Title: Chief Financial Officer
WJ ACQUISITION CORP.
By: /s/ Michael Weiss
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Name: Michael Weiss
Title: Vice President
WJ HOLDING CORP.
By: /s/ Michael Weiss
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Name: Michael Weiss
Title: Vice President
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PWJ LENDING LLC
By: /s/ Jonathan Duskin
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Name: Jonathan Duskin
Title: Managing Director
PWJ FUNDING LLC
By: Prentice Capital Management, LP, its Manager
By: /s/ Michael Weiss
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Name: Michael Weiss
Title: Chief Financial Officer
/s/ Michael Zimmerman
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Michael Zimmerman
/s/ Jonathan Duskin
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Jonathan Duskin
/s/ Seymour Holtzman
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Seymour Holtzman
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