UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 4, 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)
[X] 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))
EXPLANATORY NOTE: Due to a printer's error, this Form 8-K/A is being filed
solely for the purposes of creating a simultaneous DEFA14A filing.
Item 8.01. Other Events.
On October 4, 2005, the Company issued a press release to announce that
it entered into a series of agreements on October 3, 2005 with investment funds
managed by Prentice Capital Management, L.P. and another investor, providing the
Company with a $30 million bridge loan and, subject to satisfaction of certain
conditions, the issuance of $50 million of convertible notes not later than
January 31, 2006.
A copy of the press release is filed as Exhibit 99.1 to this Form 8-K and is
incorporated by reference herein.
Additional Information
In connection with Whitehall's solicitation of proxies with respect to the
meeting of shareholders to be called with respect to the approval of the reverse
stock split, share issuances contemplated under the convertible notes and
election of certain directors, Whitehall will file with the Securities and
Exchange Commission (the "SEC"), and will furnish to shareholders of Whitehall,
a proxy statement. Shareholders are advised to read the proxy statement when it
is finalized and distributed to shareholders, because it will contain important
information. Shareholders will be able to obtain a free-of-charge copy of the
proxy statement (when available) and other relevant documents filed with the SEC
from the SEC's website at www.sec.gov. Shareholders also will be able to obtain
a free-of-charge copy of the proxy statement and other relevant documents (when
available) by directing a request by mail or telephone to Whitehall Jewellers,
Inc., 155 North Wacker Drive, Suite 500, Chicago, Illinois 60606, Attention:
Investor Relations, Telephone: 312/732-6800 or from Whitehall's website,
www.whitehalljewellers.com.
Certain Information Regarding Persons Who May Be Deemed to be "Participants"
Whitehall and certain of its directors, executive officers and other members of
management and employees may, under the rules of the SEC, be deemed to be
"participants" in the solicitation of proxies from shareholders of Whitehall in
favor of the actions described above, Information regarding the persons who may
be considered "participants" in the solicitation of proxies will be set forth in
Whitehall's proxy statement when it is filed with the SEC. Information regarding
certain of these persons and their beneficial ownership of Whitehall common
stock as of June 1, 2005 is also set forth the Schedule 14A filed by Whitehall
on June 8, 2005.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Exhibit
- ----------- -------
99.1 Press Release, issued by the Company on October 4, 2005.
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: October 4, 2005
EXHIBIT INDEX
Exhibit No. Exhibit
- ----------- -------
99.1 Press Release, issued by the Company, on October 4, 2005.