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 23, 2004
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 23, 2004, the Company entered into a letter agreement pursuant
to which the Agent and the Banks (as defined therein) acknowledged and agreed
that, as of such date, the lawsuit brought by Capital Factors, Inc. and actions
consolidated therewith (the "Capital Factors Lawsuit") and the SEC investigation
and the investigation by the United States Attorney relating to matters that are
subject to the Capital Factors Lawsuit have not resulted in a breach of the
Company's Second Amended and Restated Revolving Credit and Gold Consignment
Agreement (the "Credit Agreement"). In addition, the letter agreement
supplements the existing provisions of the Company's Credit Agreement in
relation to the Capital Factors Lawsuit, the SEC investigation and the
investigation by the United States Attorney. A copy of the letter agreement is
attached hereto as Exhibit 10.1 and incorporated herein by reference.
Furthermore, on March 23, 2004, the Company amended its Credit
Agreement. A copy of the amendment is attached hereto as Exhibit 10.2 and
incorporated herein by reference.
Item 12. Results of Operations and Financial Condition.
The information in this Item 12 and Exhibit 99.1 attached hereto shall
not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended, nor shall it be deemed incorporated by reference in any
filing under the Securities Act of 1933, except as shall be expressly set forth
by specific reference in such filing.
On March 23, 2004, the Company issued a press release reporting
financial results for the fourth quarter and fiscal year ended January 31, 2004.
A copy of this press release is attached hereto as Exhibit 99.1.
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
---------------------------
John R. Desjardins
Executive Vice President
and Chief Financial Officer
Date: March 23, 2004
EXHIBIT INDEX
The following exhibit is furnished herewith as noted
below.
Exhibit No. Exhibit
----------- -------
10.1 Letter Agreement dated March 23,
2004 relating to the Second
Amended and Restated Revolving
Credit and Gold Consignment
Agreement dated as of July 29,
2003 by and among the Company,
LaSalle Bank National
Association, as Administrative
agent for the banks ("Banks")
party thereto, the Banks, ABN
AMRO Bank N.V., as syndication
agent, and JP Morgan Chase
Bank, as documentation agent.
10.2 First Amendment, dated as of
March 23, 2004, to the
Second Amended and Restated
Revolving Credit and Gold
Consignment Agreement dated
as of July 29, 2003 by and among
the Company, LaSalle Bank
National Association, as
administrative agent for the
Banks party thereto, the
Banks, ABN AMRO Bank N.V., as
syndication agent, and JP
Morgan Chase Bank, as
documentation agent.
99.1 Press Release dated March 23,
2004 reporting financial results
for the fourth quarter and
fiscal year ended January 31,
2004.