sec document

-----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, EeWgalImFHxrs/Z42qR8pCAb0hqClKl9aRMpkf2fjEkjvv5d8k2sE1WTY2Ve2vt2 pc/i0PvSFnMPMpRTojzx0g== 0000921895-06-000201.txt : 20060124 0000921895-06-000201.hdr.sgml : 20060124 20060124165019 ACCESSION NUMBER: 0000921895-06-000201 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060124 DATE AS OF CHANGE: 20060124 EFFECTIVENESS DATE: 20060124 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: DFAN14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-15615 FILM NUMBER: 06546905 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: NEWCASTLE PARTNERS L P CENTRAL INDEX KEY: 0000932334 IRS NUMBER: 752574953 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DFAN14A BUSINESS ADDRESS: STREET 1: 300 CRESCENT COURT STREET 2: STE 1110 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2146617474 MAIL ADDRESS: STREET 1: 300 CRESCENT COURT STREET 2: STE 1110 CITY: DALLAS STATE: TX ZIP: 75201 DFAN14A 1 dfan14a04670015_01242006.htm sec document

SCHEDULE 14A
(RULE 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )

Filed by the Registrant / /

Filed by a Party other than the Registrant /X/

Check the appropriate box:

/ / Preliminary Proxy Statement

/ / Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

/ / Definitive Proxy Statement

/X/ Definitive Additional Materials

/ / Soliciting Material Under Rule 14a-12

WHITEHALL JEWELLERS, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

NEWCASTLE PARTNERS, L.P.
NEWCASTLE CAPITAL MANAGEMENT, L.P.
NEWCASTLE CAPITAL GROUP, L.L.C.
JWL ACQUISITION CORP.
MARK E. SCHWARZ
STEVEN J. PULLY
JOHN P. MURRAY
MARK A. FORMAN
CLINTON J. COLEMAN
- --------------------------------------------------------------------------------
(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/X/ No fee required.

/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

- --------------------------------------------------------------------------------

(2) Aggregate number of securities to which transaction applies:

- --------------------------------------------------------------------------------

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):

- --------------------------------------------------------------------------------

(4) Proposed maximum aggregate value of transaction:

- --------------------------------------------------------------------------------

(5) Total fee paid:

- --------------------------------------------------------------------------------

/ / Fee paid previously with preliminary materials:

- --------------------------------------------------------------------------------

/ / Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.

(1) Amount previously paid:

- --------------------------------------------------------------------------------

(2) Form, Schedule or Registration Statement No.:

- --------------------------------------------------------------------------------

(3) Filing Party:

- --------------------------------------------------------------------------------

(4) Date Filed:

Newcastle Partners, L.P. ("Newcastle"), together with the other
participants named herein, is filing materials contained in this Schedule 14A
with the Securities and Exchange Commission ("SEC") in connection with the
definitive filing with the SEC of a proxy statement and accompanying proxy card
to be used to solicit votes against proposals of Whitehall Jewellers, Inc. (the
"Company") relating to a pending financing transaction between the Company and
investment funds managed by Prentice Capital Management, L.P. and Holtzman
Opportunity Fund, L.P. and for the election of its slate of director nominees at
a special meeting of stockholders scheduled for January 25, 2006.

Item 1: On January 24, 2006, Newcastle issued the following press
release:

PRESS RELEASE

CONTACTS:
Daniel H. Burch (212)-929-5748
Jeanne M. Carr (212)-929-5916
MacKenzie Partners, Inc.

FOR IMMEDIATE RELEASE:
- ---------------------

NEWCASTLE PARTNERS SUBMITS REVISED MERGER DOCUMENTS AFTER
NEGOTIATIONS WITH WHITEHALL

NEWCASTLE BELIEVES ALL ISSUES RAISED BY WHITEHALL HAVE BEEN SATISFIED

DALLAS, TX - JANUARY 24, 2006 -- Newcastle Partners, L.P. announced
today that it had delivered to Whitehall Jewellers, Inc. (Pink Sheets: JWLR.PK),
revised merger documents that it believes satisfies all conditions raised by
Whitehall. Newcastle expressed its hope that the Whitehall Board will determine
today that its $1.50 per share offer is superior to the Prentice financing
transaction and that it will be able to complete its purchase of Whitehall in a
two-step tender offer.

Following the determination by the Whitehall Board that the Newcastle
transaction is superior, Prentice would have up to 10 days to match the
Newcastle offer and, if it fails to do so, the Whitehall Board would then have
the opportunity to execute the Newcastle $1.50 merger agreement papers.

Newcastle continues to believe its $1.50 per share cash tender offer
and proposed merger agreement at the same price is clearly superior to the
Prentice financing proposal which offers no payments of any kind to the
Whitehall shareholders.

Mark Schwarz, managing partner of Newcastle stated, "It's important
that stockholders vote against the inferior Prentice transaction and the related
reverse split proposals on Newcastle's GREEN proxy card today. Stockholders can
vote by internet or telephone at any time prior to midnight tonight. We urge
stockholders to protect their investment in Whitehall by voting the GREEN proxy
card today."

Stockholders who need assistance in voting their shares or changing
their prior vote for the inferior Prentice financing should contact MacKenzie
Partners at (800) 322-2885 or by email at proxy@mackenziepartners.com.

Stockholders are reminded that both of the leading proxy advisory
services, ISS and Glass Lewis, have recommended that stockholders vote against
the Prentice financing proposals.

materials carefully because they contain important information, including the
terms and conditions of the offer. Stockholders can obtain the Offer to Purchase
and related materials free at the SEC's website at www.sec.gov, from MacKenzie
Partners, the Information Agent for the offer, or from Newcastle Partners, L.P.

CERTAIN INFORMATION CONCERNING PARTICIPANTS

Newcastle Partners, L.P. ("Newcastle"), together with the other Participants (as
defined below), has made a definitive filing with the SEC of a proxy statement
(the "Definitive Proxy Statement") and accompanying proxy card to be used to
solicit votes against proposals of Whitehall Jewellers, Inc. (the "Company")
relating to a pending financing transaction between the Company and investment
funds managed by Prentice Capital Management, L.P. and Holtzman Opportunity
Fund, L.P. and for the election of its slate of director nominees at a special
meeting of stockholders scheduled for January 25, 2006 (the "Special Meeting").

NEWCASTLE ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT
AND OTHER PROXY MATERIALS RELATING TO THE SPECIAL MEETING AS THEY BECOME
AVAILABLE BECAUSE THEY CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS ARE
AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION,
THE PARTICIPANTS IN THE SOLICITATION WILL PROVIDE COPIES OF THE PROXY MATERIALS,
WITHOUT CHARGE, UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE
PARTICIPANTS' PROXY SOLICITOR, MACKENZIE PARTNERS, INC., AT ITS TOLL-FREE
NUMBER: (800) 322-2885 OR BY E-MAIL AT: PROXY@MACKENZIEPARTNERS.COM.

THE PARTICIPANTS IN THE PROXY SOLICITATION ARE NEWCASTLE PARTNERS, L.P.,
NEWCASTLE CAPITAL MANAGEMENT, L.P., NEWCASTLE CAPITAL GROUP, L.L.C, JWL
ACQUISITION CORP., MARK E. SCHWARZ, STEVEN J. PULLY, JOHN P. MURRAY, MARK A.
FORMAN AND CLINTON J. COLEMAN (THE "PARTICIPANTS"). INFORMATION REGARDING THE
PARTICIPANTS AND THEIR DIRECT OR INDIRECT INTERESTS IS AVAILABLE IN THE SCHEDULE
13D JOINTLY FILED WITH THE SEC ON APRIL 19, 2005, AS SUBSEQUENTLY AMENDED ON
JULY 7, 2005, OCTOBER 27, 2005, NOVEMBER 30, 2005, DECEMBER 5, 2005, DECEMBER
14, 2005, DECEMBER 29, 2005, JANUARY 5, 2006, JANUARY 9, 2006, JANUARY 13, 2006
AND JANUARY 18, 2006 AND THE DEFINITIVE PROXY STATEMENT.

Item 2: On January 24, 2006, Newcastle issued the following press
release:

PRESS RELEASE

CONTACTS:
Daniel H. Burch (212)-929-5748
Jeanne M. Carr (212)-929-5916
MacKenzie Partners, Inc.

FOR IMMEDIATE RELEASE:
- ---------------------

NEWCASTLE PARTNERS IS PLEASED THAT WHITEHALL JEWELLERS
HAS ANNOUNCED ITS SUPPORT FOR NEWCASTLE TRANSACTION

NEWCASTLE OFFER OF $1.50 PER SHARE IS DEEMED SUPERIOR TO
PRENTICE FINANCING BY WHITEHALL BOARD

DALLAS, TX - JANUARY 24, 2006 -- Newcastle Partners, L.P. announced
today that the Board of Directors of Whitehall Jewellers, Inc. (Pink Sheets:
JWLR.PK) has deemed its offer of $1.50 per share for Whitehall's common stock to
be superior to the Prentice financing proposals and that the Board has withdrawn
its support and recommendation for the Prentice transaction.

Speaking on behalf of Newcastle, managing partner Mark Schwarz, stated,
"We are pleased that the Whitehall Board has come to the conclusion that our
offer of $1.50 per share is superior to the Prentice Financing transaction. We
look forward to working together with the Board and management towards
consummating our transaction as quickly as possible. We are also looking forward
to working with Whitehall's other partners and constituencies, including its
vendors and lenders as well as Whitehall's dedicated employees and customers.
Whitehall is an important company with a rich heritage and valuable brand
equity. We are very excited to have reached this milestone and look forward to
Whitehall's success in the future."

The solicitation and the offer to buy Whitehall Jewellers, Inc.'s
common stock is only made pursuant to the Offer to Purchase and related
materials that Newcastle Partners, L.P. and JWL Acquisition Corp. filed on
December 5, 2005, as amended December 22, 2005, January 4, 2006, January 5, 2006
and January 9, 2006. Stockholders should read the Offer to Purchase and related
materials carefully because they contain important information, including the
terms and conditions of the offer. Stockholders can obtain the Offer to Purchase
and related materials free at the SEC's website at www.sec.gov, from MacKenzie
Partners, the Information Agent for the offer, or from Newcastle Partners, L.P.

CERTAIN INFORMATION CONCERNING PARTICIPANTS

relating to a pending financing transaction between the Company and investment
funds managed by Prentice Capital Management, L.P. and Holtzman Opportunity
Fund, L.P. and for the election of its slate of director nominees at a special
meeting of stockholders scheduled for January 25, 2006 (the "Special Meeting").

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