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): December 14, 1999. WHITEHALL JEWELLERS, INC. (Exact name of registrant as specified in its charter) - ----------------------------------------------------------------------------------------------- Delaware 0-028175 36-1433610 (State or Other Jurisdiction (Commission File Number) (IRS Employer Identification No.) of Incorporation) - ----------------------------------------------------------------------------------------------- 155 North Wacker Drive Suite 500 Chicago, Illinois 60606 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: 312-782-6800 2 Item 5. Other Events. On December 14, 1999, the registrant issued a press release announcing that its Board of Directors had declared a three-for-two common stock split to be effected by a 50% dividend on the registrant's issued shares of Common Stock and Class B Common Stock. The dividend is to be distributed on January 4, 2000 to stockholders of record as of the close of business on December 24, 1999. The press release announcing such stock split is attached hereto as Exhibit 99 and incorporated herein by reference. - 2 - 3 SIGNATURES 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 hereunto duly authorized. WHITEHALL JEWELLERS, INC. (Registrant) By: /s/ John R. Desjardins ---------------------------------- Executive Vice President, Finance & Administration and Secretary Date: December 14, 1999 - 3 - 4 EXHIBIT INDEX The following exhibit is filed herewith as noted below. Exhibit No. Exhibit ----------- ------- 99 Press Release dated December 14, 1999 - 4 -