-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, D7l8fZjN5dVHl8sjs6cepGAdGtqo+l0BU2+kqeyh4pNqEmS7hQqlZ39aBf8HPmCn 9oxVeRny/cqqedjnRsMqHA== 0000860644-05-000026.txt : 20050816 0000860644-05-000026.hdr.sgml : 20050816 20050816135153 ACCESSION NUMBER: 0000860644-05-000026 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050816 DATE AS OF CHANGE: 20050816 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WHITEHALL JEWELLERS INC CENTRAL INDEX KEY: 0000868984 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-JEWELRY STORES [5944] IRS NUMBER: 361433610 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-46037 FILM NUMBER: 051030140 BUSINESS ADDRESS: STREET 1: 155 N WACKER DR STREET 2: SUITE 500 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3127826800 MAIL ADDRESS: STREET 1: 155 NORTH WACKER STREET 2: SUITE 500 CITY: CHICAGO STATE: IL ZIP: 60606 FORMER COMPANY: FORMER CONFORMED NAME: MARKS BROS JEWELERS INC DATE OF NAME CHANGE: 19960301 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: REED CONNER & BIRDWELL LLC CENTRAL INDEX KEY: 0000860644 IRS NUMBER: 954833644 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 11111 SANTA MONICA BLVD STREET 2: SUITE 1700 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 3104784005 MAIL ADDRESS: STREET 1: 11111 SANTA MONICA BLVD STREET 2: SUITE 1700 CITY: LOS ANGELES STATE: CA ZIP: 90025 FORMER COMPANY: FORMER CONFORMED NAME: REED CONNER & BIRDWELL INC DATE OF NAME CHANGE: 19990407 FORMER COMPANY: FORMER CONFORMED NAME: CAMPBELL REED CONNER & BIRDWELL INC DATE OF NAME CHANGE: 19920424 SC 13D 1 d13jwl.txt 13 D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ) WHITEHALL JEWELLERS, INC. - ------------------------------------------------------------ (Name of Issuer) Common Stock - ------------------------------------------------------------ (Title of Class of Securities) 965063100 - ------------------------------------------------------------ (CUSIP NUMBER) Jeffrey Bronchick, CIO Reed, Conner & Birdwell, LLC 11111 Santa Monica Boulevard, Suite 1700 Los Angeles, CA 90025 Tel No. (310) 478-4005 - ------------------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 15, 2005 - ----------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ X ] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See 240.13d-7 for other parties to whom copies are to be sent. * The remainder of this coverage page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this coverage page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP: 965063100 - --------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Reed Conner & Birdwell, LLC. I.R.S. Identification No. 95-4833644 - --------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] N/A (b) [ ] - --------------------------------------------------------------- 3 SEC USE ONLY - --------------------------------------------------------------- 4 SOURCE OF FUNDS 00 - --------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) [ ] N/A - --------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - --------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER O SHARES --------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER 1,532,824 OWNED BY --------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER 0 REPORTING --------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER 1,532,824 - --------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING PERSON 1,532,824 - --------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - --------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.99% - --------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IA Cusip # 965063100 Item 1: Reporting Person, Donn B. Conner* Item 4: OO Item 6: USA Item 7: 1,532,824 Item 8: None Item 9: 1,532,824 Item 10: None Item 11: 1,532,824 Item 13: 10.99% Item 14: IN Cusip # 965063100 Item 1: Reporting Person,Jeffrey Bronchick* Item 4: OO Item 6: USA Item 7: 1,532,824 Item 8: None Item 9: 1,532,824 Item 10: None Item 11: 1,532,824 Item 13: 10.99% Item 14 IN * Collectively referred to herein as "Control Persons" Item 1. Security and Issuer The title of the class of equity security to which this statement relates is the Common Stock of WHITEHALL JEWELLERS, INC. whose principal executive offices are located at 155 North Wacher Drive, Suite 500 Chicago, IL 60606. Item 2. Identity & Background (a) Reed Conner & Birdwell, LLC. (b) 11111 Santa Monica Boulevard, Suite 1700, LA, CA 90025 (c) Investment Adviser (d) N/A (e) N/A (f) U.S.A. (a) Donn B. Conner (b) 11111 Santa Monica Boulevard, Suite 1700, LA, CA 90025 (c) President & CEO of RCB (d) N/A (e) N/A (f) U.S.A. (a) Jeffrey Bronchick (b) 11111 Santa Monica Boulevard, Suite 1700, LA, CA 90025 (c) CIO of RCB (d) N/A (e) N/A (f) U.S.A. Item 3. Source and Amount of Funds or Other Consideration Reed, Conner & Birdwell, LLC. in its capacity as an investment adviser will purchase on behalf of its' clients. No monies are borrowed for such an acquisition. Item 4. Purpose of Transaction Reed, Conner & Birdwell, LLC. ("RCB") and its' Control Persons are referred to herein as the "Reporting Person." RCB is a registered investment advisor engaged in the business of securities analysis and investment and pursues an investment philosophy of identifying undervalued companies and purchasing shares of these companies. In order to achieve its clients' investment objectives, RCB may participate in discussions with company management or third parties concerning significant matters in which RCB may suggest possible courses of action to enhance shareholder value or cause recognition of the company's true value. In such situations, RCB may acquire more than five percent of a company's equity securities in order to play a more active role in corporate governance and participate in discussions with third parties concerning proposed corporate transactions. RCB may seek to play such a role in regard to the Issuer. The Securities reported in this filing have been purchased and held for investment purposes on behalf of client accounts in which RCB has discretionary investment and voting power. RCB intends to seek to participate in discussions with the management of the Issuer intended to maximize shareholder value, which may include proposals to change its capitalization. In addition, the Reporting Person, subject to applicable legal requirements, may in the future acquire additional securities of the Issuer on behalf of RCB's clients or dispose of some or all of RCB's current holdings of the Securities in the ordinary course of RCB's business and the management of its client accounts. Item 5. Interest in Securities of the Issuer (a) & (b) The Reporting Person has discretionary investment and voting power on 1,532,824 shares of common stock which constitutes approximately 10.99% of shares outstanding. All ownership percentages herein assume that there are 13.9 MM shares outstanding. (c) Transactions made by RCB within the last sixty days: DATE TYPE SHARES PX B 6/14/2005 972 7.00 B 6/14/2005 1084 7.02 B 06/15/2005 350 6.83 S 6/21/2005 1150 6.77 S 6/30/2005 89 6.75 B 7/1/2005 1265 7.04 B 7/11/2005 234 6.81 B 7/11/2005 280 6.81 S 7/13/2005 3600 6.31 B 7/18/2005 200 6.30 S 7/18/2005 81 6.31 B 7/28/2005 1700 6.81 B 8/12/2005 600 6.49 B 8/12/2005 560 6.37 B 8/12/2005 2033 6.44
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Reed, Conner & Birdwell, LLC. and its' Control Persons entered into a joint filing agreement on August 15, 2005. Item 7. Material to Be Filed as Exhibits Exhibit 1: Joint Filing Agreement by RCB and its' control persons. Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: August 15, 2005 Reed Conner & Birdwell, LLC. By: /S/ Donn B. Conner - ---------------------------------- Donn B. Conner, President & CEO By: /S/ Jeffrey Bronchick - ---------------------------------- Jeffrey Bronchick, CIO Exhibit 1 JOINT FILING AGREEMENT PURSUANT TO RULE 13D-1(F)(1) This agreement is made pursuant to Rule 13d-1(f)(1) under the Securities Exchange Act of 1934 (the "Act") by and among the parties listed below, each referred to herein as a "Joint Filer." The Joint Filers agree that a statement of beneficial ownership as required by Section 13(d) of the Act and the Rules there under may be filed on each of their behalf on Schedule 13D or Schedule 13G, as appropriate, and that said joint filing may thereafter be amended by further joint filings. The Joint Filers states that they each satisfy the requirements for making a joint filing under Rule 13d-1. Dated: August 15, 2005 By: /S/ Donn B. Conner - ----------------------------------- Donn B. Conner, President & CEO By: /S/ Jeffrey Bronchick - ----------------------------------- Jeffrey Bronchick, CIO -----END PRIVACY-ENHANCED MESSAGE-----