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): March 5, 2003
WHITEHALL JEWELLERS, INC.
(Exact name of Registrant as Specified in Its Charter)
Delaware 0-028176 36-1433610
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
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
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
On March 5, 2003, the Registrant issued a press release which
is attached to this Current Report on Form 8-K as Exhibit 99.1. Exhibit 99.2 to
this Current Report on Form 8-K contains revised Statements of Operations
(unaudited) for the three months ended April 30, 2002, July 31, 2002, October
31, 2002 and the nine months ended October 31, 2002 and revised Balance Sheets
(unaudited) as of April 30, 2002, July 31, 2002 and October 31, 2002.
The revised Statements of Operations (unaudited) and the
revised Balance Sheets (unaudited) attached to this Current Report as Exhibit
99.2 have been revised from those previously reported to include certain
adjustments to the reported results for the first three quarters of fiscal 2002.
(Basic and Diluted earnings per share are included as originally reported and as
adjusted.) The adjustments relate to the timing of the recognition of certain
allowances and discounts pertaining to the Registrant's annual vendor agreements
as well as incentives associated with the advantageous purchase of consigned
inventory on hand during the fiscal year that should have been included in the
weighted average cost of merchandise inventory. During the first three quarters
of 2002 such incentives had been recorded by the Registrant as a direct
reduction of cost of sales. In addition, the adjustments made include a cost of
sales effect related to the Registrant's gold consignment arrangement which the
Registrant ended during the third quarter.
The Registrant will promptly be filing amended Quarterly
Reports on Form 10-Q for each of the fiscal quarters ended April 30, 2002, July
31, 2002 and October 31, 2002 to reflect such adjustments.
Item 7. Exhibits.
(c) Exhibits:
99.1 Press Release dated March 5, 2003
99.2 Revised Statements of Operations (unaudited)
for the three months ended April 30, 2002, July
31, 2002, October 31, 2002 and the nine months
ended October 31, 2002 and revised Balance
Sheets (unaudited) as of April 30, 2002, July
31, 2002 and October 31, 2002.
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/ Jon H. Browne
--------------------------------------
Jon H. Browne
Executive Vice President;
Chief Financial and Administrative
Officer and Treasurer
(duly authorized officer and
principal financial officer)
Date: March 6, 2003
EXHIBIT INDEX
The following exhibits are filed herewith as noted below.
<Table>
<Caption>
Exhibit No. Exhibit
----------- -------
99.1 Press Release dated March 5, 2003
99.2 Revised Statements of Operations (unaudited) for
the three months ended April 30, 2002, July 31,
2002 and October 31, 2002 and the nine months
ended October 31, 2002 and revised Balance Sheets
(unaudited) as of April 30, 2002, July 31, 2002
and October 31, 2002.
</Table>