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): October 26, 2005
WHITEHALL JEWELLERS, INC.
(Exact name of Registrant as Specified in Its Charter)
Delaware 1-15615 36-1433610
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) 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))
ITEM 8.01 OTHER EVENTS.
On October 26, 2005, Whitehall Jewellers, Inc. (the "Company") received
a non-binding, unsolicited proposal from Newcastle Partners, L.P. ("Newcastle").
This new proposal, which is subject to a number of conditions and definitive
documentation, expresses Newcastle's willingness to offer $1.10 per share in
cash to acquire all the equity of the Company by merger or otherwise and cash
out warrants and in-the-money options based on that price. Under the proposal,
Newcastle also would pay off the bridge loan entered into by the Company in
connection with the financing transactions entered into with Prentice Capital
Management, L.P. and Holtzman Opportunity Fund, L.P. (the "Prentice Financing").
Newcastle indicated that it expected to obtain a commitment to either replace
the Company's senior credit facility or obtain consents from the Company's
senior lenders.
On October 27, 2005, the Special Committee of the Company's Board of
Directors responded to the Newcastle proposal by indicating that, on the advice
of its financial advisors and counsel, the Board had determined that it could
not conclude, from the information provided on the Newcastle proposal, that such
proposal is reasonably likely to result in a superior proposal within the
meaning of the purchase agreement executed by the Company in connection with the
Prentice Financing.
A copy of the response delivered by the Special Committee to Newcastle
is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
ADDITIONAL INFORMATION
In connection with the Company's solicitation of proxies with respect
to the meeting of stockholders to be called in connection with the Prentice
Financing, the Company will file with the Securities and Exchange Commission
(the "SEC"), and will furnish to stockholders of the Company, a proxy statement.
Stockholders are advised to read the proxy statement when it is finalized and
distributed to stockholders, because it will contain important information.
Stockholders 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. Stockholders 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 the Company's website,
www.whitehalljewellers.com.
CERTAIN INFORMATION REGARDING PERSONS WHO MAY BE DEEMED TO BE "PARTICIPANTS"
The Company 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 stockholders of the
Company in favor of the Prentice Financing. Information regarding the persons
who may be considered "participants" in the solicitation of proxies will be set
forth in the Company's proxy statement when it is filed with the SEC.
Information regarding certain of these persons and their beneficial ownership of
the Company's common stock as of June 1, 2005 is also set forth the Schedule 14A
filed by the Company on June 8, 2005.
ITEM 9.01 EXHIBITS.
(c) Exhibits
Exhibit No. Exhibit Description
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99.1 Letter dated October 27, 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: November 1, 2005
EXHIBIT INDEX
Exhibit No. Exhibit Description
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99.1 Letter dated October 27, 2005