1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 20, 1999 ---------------- WHITEHALL JEWELLERS, INC. ------------------------- (Exact name of registrant as specified in its charter) DELAWARE 0-028176 36-1433610 -------- -------- ---------- (State of incorporation (Commission (I.R.S. Employer or organization) File Number) Identification No.) 155 North Wacker Drive, Suite 500, Chicago, IL 60606 ------------------------------------------------------------------ (Address of principal executives offices) (Zip Code) Registrant's telephone number, including area code: (312) 782-6800 -------------- MARKS BROS. JEWELERS, INC. -------------------------- (Former name or former address, if changed since last report) 2 Item 5. Other Events On January 20, 1999, the Registrant (1) filed a Certificate of Ownership and Merger with the Secretary of State of the State of Delaware to effect a change in its name from "Marks Bros. Jewelers, Inc." to "Whitehall Jewellers, Inc." and (2) issued a press release regarding the same. Item 7. Financial Statements and Exhibits (c) Exhibits 4.1 Restated Certificate of Incorporation, as amended, of the Registrant 99.1 Press release dated January 20, 1999. -2- 3 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date: January 29, 1999 WHITEHALL JEWELLERS, INC. (Registrant) By: /s/ John R. Desjardins ------------------------- John R. Desjardins Executive Vice President, Finance & Administration, Treasurer and Secretary -3- 4 EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 4.1 Restated Certificate of Incorporation, as amended, of the Registrant 99.1 Press release dated January 20, 1999 -4-