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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: April 30, 2001
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
---------------------- ---------------------
Commission File number: 0-028176
Whitehall Jewellers, Inc.
(Exact name of registrant as specified in its charter)
Delaware 36-1433610
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
155 N. Wacker Drive, Suite 500, Chicago, IL 60606
(Address of principal executive offices)
312/782-6800
(Registrant's telephone number, including area code)
(Former name, former address and former fiscal
year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
--- ---
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13, or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes No
--- ---
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
The number of shares of the Registrant's common stock, $.001 par value per
share, outstanding as of April 30, 2001 was 14,576,606 and the number of shares
of the Registrant's Class B common stock, $1.00 par value per share, outstanding
as of April 30, 2001 was 147.690.
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WHITEHALL JEWELLERS, INC.
INDEX TO FORM 10-Q
FOR THE QUARTER ENDED APRIL 30, 2001
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Statements of Operations (unaudited) for the three months ended
April 30, 2001 and 2000
Balance Sheets - (unaudited) as of April 30, 2001, January 31,
2001 and April 30, 2000
Statements of Cash Flows (unaudited) for the three months ended
April 30, 2001 and 2000
Notes to Consolidated Financial Statements
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Item 3. Quantitative and Qualitative Disclosure About Market Risk
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security-Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
(b) Reports on Form 8-K
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Whitehall Jewellers, Inc.
Statements of Operations
for the three months ended April 30, 2001 and 2000
(unaudited)
(in thousands, except for per share data)
Three months ended
---------------------
April 30, April 30,
2001 2000
--------- --------
Net sales $ 68,931 $ 73,635
Cost of sales (including buying and occupancy expenses)
43,317 44,404
-------- --------
Gross profit 25,614 29,231
Selling, general and administrative expenses 26,482 25,182
-------- --------
(Loss) income from operations (868) 4,049
Interest expense 1,739 1,164
-------- --------
(Loss) income before income taxes (2,607) 2,885
Income tax (benefit) expense (985) 1,111
-------- --------
(Loss) income before cumulative effect of accounting change (1,622) 1,774
Cumulative effect of accounting change, net of tax
--- (3,068)
-------- --------
Net loss $ (1,622) $ (1,294)
======== ========
Basic earnings per share:
(Loss) income before cumulative effect of accounting change
$ (0.11) $ 0.11
======== ========
Cumulative effect of accounting change, net $ --- $ (0.19)
======== ========
Net loss $ (0.11) $ (0.08)
======== ========
Weighted average common shares and common share equivalents
14,574 15,871
======== ========
Diluted earnings per share:
(Loss) income before cumulative effect of accounting change
$ (0.11) $ 0.11
======== ========
Cumulative effect of accounting change, net $ --- $ (0.19)
======== ========
Net loss $ (0.11) $ (0.08)
======== ========
Weighted average common shares and common share equivalents
14,574 16,680
======== ========
The accompanying notes are an integral part of the financial statements.
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Whitehall Jewellers, Inc.
Balance Sheets
As of April 30, 2001, January 31, 2001 and April 30, 2000
(unaudited, in thousands, except share data)
April 30, 2001 January 31, 2001 April 30, 2000
-------------- ---------------- --------------
ASSETS
Current Assets:
Cash $ 4,025 $ 2,926 $ 2,817
Accounts receivable, net 2,294 1,406 3,647
Merchandise inventories 186,698 178,053 174,696
Prepaid income taxes 1,674 -- --
Other current assets 1,302 688 828
Deferred financing costs 498 402 362
Deferred income taxes 2,817 2,817 2,566
--------- --------- ---------
Total current assets 199,308 186,292 184,916
Property and equipment, net 64,716 62,080 55,584
Goodwill 5,859 5,924 6,121
Deferred financing costs 1,080 971 857
Deferred income tax 527 527 2,053
--------- --------- ---------
Total assets $ 271,490 $ 255,794 $ 249,531
========= ========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Revolver loan $ 75,250 $ 47,220 $ 20,869
Current portion of long-term debt 4,500 4,250 4,250
Accounts payable 51,390 57,982 70,672
Customer deposits 4,531 4,214 4,494
Accrued payroll 3,677 5,170 2,965
Income taxes --- 2,940 1,075
Other accrued expenses 19,004 18,329 16,255
--------- --------- ---------
Total current liabilities 158,352 140,105 120,580
Long term debt 8,500 9,750 13,000
Subordinated debt 640 640 640
Other long-term liabilities 2,250 2,128 1,764
--------- --------- ---------
Total liabilities 169,742 152,623 135,984
Commitments and contingencies
Stockholders' equity:
Common stock 17 17 17
Class B common stock -- -- --
Class C common stock -- -- --
Class D common stock -- -- --
Additional paid-in capital 103,541 103,341 103,337
Accumulated earnings 27,167 28,790 20,190
--------- --------- ---------
130,725 132,148 123,544
Less:
Treasury stock, at cost (3,200,876, 3,200,876 and
883,376 shares respectively) (28,977) (28,977) (9,997)
--------- --------- ---------
Total stockholders' equity, net 101,748 103,171 113,547
--------- --------- ---------
Total liabilities and stockholders' equity $ 271,490 $ 255,794 $ 249,531
========= ========= =========
The accompanying notes are an integral part of the financial statements.
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Whitehall Jewellers, Inc.
Statements of Cash Flows
for the three months ended April 30, 2001 and 2000
(unaudited, in thousands)
Three months ended
---------------------------------
April 30, 2001 April 30, 2000
-------------- --------------
Cash flows from operating activities:
Net (loss) $ (1,622) $ (1,294)
Adjustments to reconcile net loss to net cash (used in) provided by
operating activities:
Depreciation and amortization 2,629 2,019
Loss on disposition of assets 36 39
Cumulative effect of accounting change, net -- 3,068
Changes in assets and liabilities:
Increase in accounts receivable, net (888) (488)
Increase in merchandise inventories, net of gold consignment
(11,752) (22,401)
(Increase) decrease in other current assets (614) 281
Increase in prepaid taxes (1,674) --
Increase in accounts payable 10,486 24,572
Increase in customer deposits 317 540
Decrease in accrued liabilities (3,634) (9,730)
--------- ---------
Net cash used in operating activities (6,716) (3,394)
Cash flows from investing activities:
Capital expenditures (5,127) (8,342)
--------- ---------
Net cash used in investing activities (5,127) (8,342)
Cash flows from financing activities:
Borrowing on revolver loan 243,693 101,658
Repayment of revolver loan (215,663) (121,906)
Outstanding checks (17,078) (10,539)
Repayment of term loan (1,000) --
Proceeds from gold consignment 3,107 --
Financing costs (316) --
Proceeds from equity offering, net -- 42,537
Proceeds from exercise of stock options 200 376
--------- ---------
Net cash provided by financing activities 12,943 12,126
--------- ---------
Net change in cash and cash equivalents 1,100 390
Cash and cash equivalents at beginning of period 2,925 2,427
--------- ---------
Cash and cash equivalents at end of period $ 4,025 $ 2,817
========= =========
The accompanying notes are an integral part of the financial statements.
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Whitehall Jewellers, Inc.
Notes to Financial Statements
1. Description of Operations
The financial statements of Whitehall Jewellers, Inc. (the "Company")
include the results of the Company's chain of specialty retail fine jewelry
stores. The Company operates exclusively in one business segment, specialty
retail jewelry. The Company has a national presence with 361 stores as of April
30, 2001, located in 37 states, operating in regional or superregional shopping
malls.
2. Equity Offering
In March, 2000, the Company completed an offering of Common Stock (the
"Offering"). The Company issued 2,325,500 shares of Common Stock, and received
proceeds of $42.5 million net of underwriting discounts and offering costs. The
Company used the proceeds to reduce the Company's indebtedness and for working
capital and other general corporate purposes.
3. Common Stock Repurchase Program
On July 14, 2000, the Board of Directors authorized the Company to
repurchase up to $15.0 million of its Common Stock. On August 23, 2000, the
Company announced that its Board of Directors had increased the authorization to
purchase shares under the Stock Repurchase Program from $15.0 million to $20.0
million of the Company's Common Stock. Shares repurchased by the Company reduce
the weighted average number of common shares outstanding for basic and diluted
earnings per share calculations.
As of April 30, 2001, the Company had repurchased 2,317,500 shares
under this Stock Repurchase Program at a total cost of approximately $19.0
million.
4. Summary of Significant Accounting Policies
Basis for Presentation
The accompanying Balance Sheet as of January 31, 2001 was derived from
the audited financial statements for the year ended January 31, 2001. The
accompanying unaudited Balance Sheets as of April 30, 2001 and 2000 and the
Statements of Income and Cash Flows for the three months ended April 30, 2001
and 2000 have been prepared in accordance with generally accepted accounting
principles for interim financial information. The interim financial statements
reflect all adjustments (consisting only of normal recurring accruals) which
are, in the opinion of management, necessary for a fair presentation of
financial position, results of operations and cash flows for the interim periods
presented. The interim financial statements should be read in the context of the
Financial Statements and footnotes thereto included in the Whitehall Jewellers,
Inc. Annual Report for the fiscal year ended January 31, 2001. References in the
following notes to years and quarters are references to fiscal years and fiscal
quarters.
5. Accounts Receivable, Net
Accounts receivable are shown net of the allowance for doubtful
accounts of $1,570,000, $1,474,000, and $881,000 as of April 30, 2001, January
31, 2001 and April 30, 2000, respectively.
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6. Inventory
As of April 30, 2001, January 31, 2001 and April 30, 2000,
merchandising inventories consisted of:
April 30, 2001 January 31, 2001 April 30, 2000
(in thousands)
Raw Materials $ 7,959 $ 7,104 $ 8,664
Finished Goods 178,739 170,949 166,032
-------- -------- --------
Inventory $186,698 $178,053 $174,696
======== ======== ========
Raw materials primarily consist of diamonds, precious gems,
semi-precious gems and gold. Included within finished goods inventory are
allowances for inventory shrink, scrap, and miscellaneous costs of $3,851,000, $
3,527,000 and $4,750,000 as of April 30, 2001, January 31, 2001 and April 30,
2000, respectively. As of April 30, 2001, January 31, 2001 and April 30, 2000,
consignment inventories held by the Company that are not included in the balance
sheets total $75,203,000, $76,079,000, and $51,288,000, respectively.
In addition, gold consignments of $29,416,000, $26,310,000 and
$24,294,000, are not included in the Company's balance sheets as of April 30,
2001, January 31, 2001 and April 30, 2000, respectively.
7. Accounts Payable
Accounts payable includes outstanding checks, which were $3,625,000,
$20,703,000 and $9,093,000 as of April 30, 2001, January 31, 2001 and April 30,
2000, respectively.
8. Financing Arrangements
Effective April 27, 2001, the Company amended certain terms and
conditions within its Amended and Restated Revolving Credit, Term Loan and Gold
Consignment Agreement (the "Credit Agreement") with its bank group which
provides for a total facility of $166.5 million through June 30, 2004. Interest
rates and the commitment fee charged on the unused portion of the facility float
based upon the Company's quarterly financial performance.
Under this Credit Agreement, the banks have a collateral security
interest in substantially all of the assets of the Company. The Credit Agreement
contains certain restrictions on capital expenditures, investments, payment of
dividends, assumption of additional debt, acquisitions and divestitures, among
others, and requires the Company to maintain certain financial ratios based on
levels of funded debt, capital expenditures and earnings before interest, taxes,
depreciation and amortization.
Revolver Loan
The revolving loan facility under the Credit Agreement is available up
to a maximum of $150.0 million, including amounts consigned under the gold
consignment facility, and is limited by a borrowing base computed based on a
percentage of the value of the Company's inventory and accounts receivable.
Interest rates and commitment fees on the unused facility float based on the
Company's quarterly financial performance.
The interest rates for borrowings under this agreement are, at the
Company's option, based on Eurodollar rates or the banks' prime rate. Interest
is payable monthly for prime borrowings and upon maturity for Eurodollar
borrowings.
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Term Loans
The term loan under the Credit Agreement is available up to a maximum
of $13.0 million ($16.5 million, less principal repayments). The interest rates
for these borrowings are, at the Company's option, based on Eurodollar rates or
the banks' prime rate. Interest is payable monthly for prime borrowings and upon
maturity for Eurodollar borrowings. Interest rates and the commitment fee
charged on the unused facility float based on the Company's quarterly financial
performance.
Gold Consignment Facility
During the first quarter of fiscal 2001, the Company sold and
simultaneously consigned an additional 12,000 troy ounces of gold for $3.1
million under a gold consignment facility resulting in a total of 88,500 troy
ounces for $29.4 million outstanding under the gold consignment facility as of
April 30, 2001. The facility provides for the sale of a maximum 115,000 troy
ounces or $40.0 million. Under the agreement, the Company pays consignment fees
based on the London Interbank Bullion Rates payable monthly. Consignment rates
and commitment fees on the unused portion of the gold consignment facility float
based upon the Company's quarterly financial performance. Without renewal or
replacement of this facility by June 30, 2004, the Company is required to
deliver or repurchase 88,500 troy ounces of gold under this agreement at the
prevailing gold rate in effect on that date.
9. Dilutive Shares That Were Outstanding During the Period
The following table summarizes the reconciliation of the numerators and
denominators, as required by SFAS No. 128, for the basic and diluted EPS
computations at April 30, 2001 and 2000.
Three months ended
April 30, 2001 April 30, 2000
-------------- --------------
(in thousands, except share amounts)
Net (loss) income before cumulative
effect of accounting change $ (1,622) $ 1,774
Cumulative effect of account change, net $ -- $ (3,068)
Net (loss) for basic and diluted EPS $ (1,622) $ (1,294)
Weighted average shares for basic EPS 14,574 15,871
Incremental shares upon conversions:
Stock options -- 809
Weighted average shares for diluted EPS 14,574 16,680
Stock options excluded from the calculation of diluted earnings per share for
the three months ended April 30, 2001 and 2000, were 2,892,086 and 370,972
respectively, due to their antidilutive effect on the calculations.
10. Accounting of Derivative Instruments and Hedging Activities
The Company has adopted FAS 133, as amended, which had no impact on its
financial statements.
11. Reclassifications
Certain Balance Sheet amounts from prior periods were reclassified to conform to
the current year presentation. These reclassifications had no impact on
earnings.
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PART I - FINANCIAL INFORMATION
Item 2 - Management's Discussion and Analysis of Financial Condition and Results
of Operations
Results of Operations
Net sales for the first quarter of fiscal 2001 decreased $4.7 million,
or 6.4%, to $68.9 million from $73.6 million in the first quarter of fiscal
2000. New store sales accounted for an increase in sales of $9.2 million.
Comparable store sales decreased $11.8 million, or 16.7%, in the first quarter
of fiscal 2001 from the first quarter of fiscal 2000. These sales changes were
impacted by a sales decrease of $2.2 million related to closed stores. The total
number of merchandise units sold decreased by approximately 6.1% in the first
quarter of fiscal 2001 from the first quarter of fiscal 2000 and the average
price per merchandise sale decreased to $324 in the first fiscal quarter of 2001
from $327 in the first fiscal quarter of 2000. The slower economy and lower
consumer confidence had a negative impact on sales. Sales also declined because
we eliminated two promotional practices, outside trade-ins and certain break-up
sales, which did not meet our gross margin criteria. Credit sales as a
percentage of net sales decreased slightly to 40.2% in the first quarter of
fiscal 2001 from 40.9% in the first quarter of fiscal 2000, primarily as a
result of decreased sales through secondary credit programs and less usage of 1
year interest free promotions offset by increases in other private label credit
programs. The Company opened 20 new stores and closed seven stores in the first
quarter of fiscal 2001, increasing the number of stores to 361 as of April 30,
2001 compared to 317 as of April 30, 2000.
Gross profit decreased $3.6 million, or 12.4%, to $25.6 million from
$29.2 million in the first quarter of fiscal 2001 compared to the same period in
fiscal 2000. Gross profit as a percentage of sales decreased to 37.2% in the
first quarter of fiscal 2001 compared to 39.7% in the first quarter of fiscal
2000. This decrease as a percentage of sales primarily resulted from the
deleveraging of store occupancy and buying expenses which was partially offset
by substantial merchandise gross margin improvements. The elimination of outside
trade-ins and certain break-up sales coupled with improved control over
discounting, significantly improved merchandise gross margins versus compared to
the fourth quarter of fiscal 2000 and the first quarter of fiscal 2000.
Selling, general and administrative expenses increased $1.3 million, or
5.2%, to $26.5 million from $25.2 million in the first quarter of fiscal 2001
compared to the same period in fiscal 2000. The net increase in selling, general
and administrative results from new store expenses which were partially offset
by expense reductions in existing stores. The dollar increase primarily relates
to higher payroll expenses of $0.8 million, higher advertising expenses of $0.2
million, and higher other operating expenses of $0.5 million offset by lower
credit expenses of $0.2 million. As a percentage of net sales, selling, general
and administrative expenses increased to 38.4% in the first quarter of fiscal
2001 compared to 34.2% in the first quarter of fiscal 2000.
Interest expense increased approximately $0.5 million to $1.7 million
in the first quarter of fiscal 2001 from $1.2 million in the first quarter of
fiscal 2000. The impact of higher average borrowings was partially offset by
lower interest rates.
Income tax benefit of $1.0 million in the first quarter of 2001
compared to an income tax expense of $1.1 million in the first quarter of 2000,
reflects an effective annual tax rate of 37.8% and 38.5%, respectively.
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The cumulative effect of the change in accounting related to the change
in the recognition of revenue for layaways was $5.0 million, $3.1 million net of
tax for the first quarter of fiscal 2000.
Net loss of $1.6 million in the first quarter of fiscal 2001, compared
to $1.3 million in the first quarter of fiscal 2000 resulted from the factors
discussed immediately above.
Liquidity and Capital Resources
The Company's cash requirements consist principally of funding
increases in inventory at existing stores, capital expenditures, acquisitions of
new stores and working capital (primarily inventory) associated with the
Company's new stores. The Company's primary sources of liquidity have been cash
flow from operations and bank borrowings under the Company's revolver, which was
amended on April 27, 2001 as discussed in Note 5 of the April 20, 2001 financial
statements in this Form 10Q.
The Company's inventory levels and working capital requirements have
historically been highest in advance of the Christmas season. The Company has
funded these seasonal working capital needs through borrowings under the
Company's revolver and increases in trade payables and accrued expenses. As of
April 30, 2001, the maximum availability under the credit facility was $25.7
million based on the borrowing base formula. The credit facility covenants also
require the Company to attain certain operating results.
The Company's cash flow used in operating activities was $6.7 million
in the first quarter of 2001 compared to $3.4 million used in operating
activities in the first quarter of fiscal 2000. Increases in accounts payable
($10.5 million), depreciation and amortization ($2.6 million) and customer
deposits ($0.3 million) were offset by increases in merchandise inventories
($11.8 million), accounts receivable ($0.9 million) and accrued liabilities
($3.6 million). The increase in merchandise inventories primarily related to
inventory for new store openings, including anticipated store openings in the
second quarter of fiscal 2001 and the 20 completed new store openings in the
first quarter of fiscal 2001. In the first quarter of 2001, the primary sources
of the Company's liquidity included a net increase of $28.0 million in the
amount outstanding under the Company's revolver and by the sale and consignment
of gold of $3.1 million. The Company utilized cash in the first quarter of 2001
to fund decreases in outstanding checks ($17.1 million) and capital expenditures
of $5.1 million, primarily related to the opening of 20 new stores in the first
quarter of 2001 and to repay a portion of the term loan ($1.0 million).
Management expects that cash flow from operating activities and funds
available under its revolving credit facility should be sufficient to support
the Company's current new store expansion program and seasonal working capital
needs for the foreseeable future.
Inflation
Management believes that inflation generally has not had a material
effect on results of its operations.
Item 3 - Quantitative and Qualitative Disclosure About Market Risk
Interest Rate Risk
The Company's exposure to changes in interest rates relates primarily
to its borrowing activities to fund business operations. The Company principally
uses floating rate borrowings under its revolving credit and term loan
facilities. The Company currently does not use derivative financial instruments
to protect itself from fluctuations in interest rates.
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Gold Price Risk
The Company's exposure to changes in the price of gold relates to its
borrowing activities under its old consignment facility. The Company accepts as
consignee, and is responsible to return at a future date, a fixed number of
ounces of gold. The periodic charges paid by the Company are computed based on a
percentage of the value of the gold consigned. An increase in the price of gold
could substantially increase the annual costs to the Company of the gold
consigned and the eventual costs to the Company upon the termination of this
arrangement.
There have been no material changes to the Company's market risk during
the three months ended April 30, 2001.
Effective February 1, 2001, the Company has adopted FAS 133, as amended, which
had no impact on its financial statements.
Item 4 - Submission of Matters to a Vote of Security-Holders
(a) The Company held its annual meeting of stockholders on June 6,
2001.
(b) No answer required.
(c) Proposal 1 involved the election of three directors to serve until
the 2004 Annual Meeting. Those directors and the voting results
were as follows:
For Authority Withheld
---------- ------------------
John R. Desjardins 12,685,360 644,969
Jack A. Smith 13,131,030 199,299
(d) Not applicable.
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PART II - OTHER INFORMATION
Item 5 - Other Information
Forward-Looking Statements
All statements, trend analysis and other information contained in this
report relative to markets for the Company's products and trends in the
Company's operations or financial results, as well as other statements including
words such as "anticipate," "believe," "plan," "estimate," "expect," "intend"
and other similar expressions, constitute forward-looking statements under the
Private Securities Litigation Reform Act of 1995. These forward-looking
statements are subject to known and unknown risks, uncertainties and other
factors which may cause actual results to be materially different from those
contemplated by the forward-looking statements. Such factors include, among
other things: (1) the extent and results of our store expansion strategy and
associated occupancy costs, and access to funds for new store openings; (2) the
seasonality of our business; (3) economic conditions, the retail sales
environment and our ability to execute our business strategy and the related
effects on comparable store sales and other results; (4) the extent and success
of our marketing and promotional programs; (5) personnel costs and the extent to
which we are able to retain and attract key personnel; (6) competition; (7) the
availability and cost of consumer credit; (8) relationships with suppliers; (9)
our ability to maintain adequate information systems capacity and
infrastructure; (10) our leverage and cost of funds; (11) our ability to
maintain adequate loss prevention measures; (12) fluctuations in raw material
prices, including diamond, gem and gold prices; (13) the extent and results of
our E-commerce strategies and those of others; (14) regulation affecting the
industry generally, including regulation of marketing practices; (15) the
successful integration of acquired locations and assets into our existing
operations; and (16) the risk factors identified from time to time in our
filings with the Securities and Exchange Commission.
Item 6 - Exhibits and Reports on Form 8-K.
(a) Exhibits.
Exhibit No. Description
- ----------- -----------
10.1 Eighth Amendment to Amended and Restated Revolving Credit, Term
Loan and Gold Consignment Agreement dated as of April 27, 2001,
by and among Whitehall Jewellers, Inc., the Banks (as defined
therein), Fleet Capital Corporation as Agents for the Banks, and
LaSalle Bank National Association and ABN AMRO Bank, N.V. as
Agents for the Banks.
(b) Reports on Form 8-K
None
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
WHITEHALL JEWELLERS, INC.
(Registrant)
Date: June 14, 2001 By: /s/ Jon H. Browne
--------------------------
Jon H. Browne
Executive Vice President -
Chief Financial Officer and Treasurer
(principal financial officer)
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