UNITED STATES
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): April 6, 2005
WHITEHALL JEWELLERS, INC.
(Exact name of Registrant as Specified in Its Charter)
Delaware 1-15615 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)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
On April 6, 2005, Whitehall Jewellers, Inc. (the "Company") entered into
the Third Amendment (the "Third Amendment") to the Second Amended and Restated
Revolving Credit and Gold Consignment Agreement (the "Credit Agreement"), dated
as of July 29, 2003, by and among the Company, LaSalle Bank National Association
("LaSalle"), as administrative agent for the banks ("Banks") party thereto, the
Banks, ABN AMRO Bank, N.V., as syndication agent, JP Morgan Chase Bank, as
documentation agent, and Back Bay Capital Funding LLC, as an Accommodation Bank.
The Third Amendment provides for additional availability under the credit
facility provided under the Credit Agreement through a $15 million additional
facility from LaSalle and Back Bay Capital Funding LLC which was funded at
closing and will be due July 31, 2006. In addition, the Third Amendment provides
for, among other things, the addition of a discretionary overadvance subfacility
from LaSalle in the amount of $2 million, a change in the maturity date for all
outstanding amounts under the Credit Agreement from July 28, 2007 to July 31,
2006, certain modifications of and additions to the calculation of the Borrowing
Base and related Reserves (each as defined in the Credit Agreement), and the
addition and amendment of certain financial and reporting covenants.
The above summary of material provisions of the Third Amendment to the
Credit Agreement does not purport to be complete and is qualified in its
entirety by reference to the terms of the Third Amendment, which is attached to
this Current Report on Form 8-K as Exhibit 10.1.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
The following exhibit is furnished herewith as noted below.
Exhibit No. Exhibit
- ----------- -------
10.1 Third Amendment to Second Amended and Restated Revolving
Credit and Gold Consignment Agreement, dated as of April 6,
2005, among the banks that are or may from time to time become
parties thereto, LaSalle Bank National Association, as
administrative agent and collateral agent, ABN AMRO Bank,
N.V., as syndication agent, JP Morgan Chase Bank, National
Association, as documentation agent, Back Bay Capital Funding
LLC, as an Accommodation Bank, and the Company
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: April 8, 2005
EXHIBIT INDEX
The following exhibit is furnished herewith as noted below.
Exhibit No. Exhibit
- ----------- ------------------------
10.1 Third Amendment to Second Amended and Restated Revolving
Credit and Gold Consignment Agreement, dated as of April 6,
2005, among the banks that are or may from time to time become
parties thereto, LaSalle Bank National Association, as
administrative agent and collateral agent, ABN AMRO Bank,
N.V., as syndication agent, JP Morgan Chase Bank, National
Association, as documentation agent, Back Bay Capital Funding
LLC, as an Accommodation Bank, and the Company