-----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, WwBZx1tZrUx/EHQd3yVqqalJoEA1mSADDE/TqsuxZMIyFTIAvHUQFttJ+y/nL+zQ 9+Ag9WQFIxMy9diD2Wd5Vg== 0000902664-06-000014.txt : 20060106 0000902664-06-000014.hdr.sgml : 20060106 20060106171854 ACCESSION NUMBER: 0000902664-06-000014 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20060106 DATE AS OF CHANGE: 20060106 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46037 FILM NUMBER: 06517290 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: Prentice Capital Management, LP CENTRAL INDEX KEY: 0001326150 IRS NUMBER: 731728931 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 900 THIRD AVENUE, 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 756-8040 MAIL ADDRESS: STREET 1: 900 THIRD AVENUE, 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 sc13da.txt PRENTICE CAPITAL MGT LP/ WHITEHALL JEWELLERS INC. - -------------------------------------------------------------------------------- SEC POTENTIAL PERSONS WHO ARE TO RESPOND TO THE 1746 (11-02) COLLECTION OF INFORMATION CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER. - -------------------------------------------------------------------------------- UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION -------------------------------- WASHINGTON, D.C. 20549 OMB Number: 3235-0145 -------------------------------- Expires: December 31, 2005 -------------------------------- Estimated average burden hours per response . . . . . 11 -------------------------------- SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (AMENDMENT NO. 4) Whitehall Jewellers, Inc. - -------------------------------------------------------------------------------- (Name of Company) Common Stock, $.001 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 965063100 - -------------------------------------------------------------------------------- (CUSIP Number of Class of Securities) Marc Weingarten, Esq. Schulte Roth & Zabel LLP 919 Third Avenue New York, New York 10022 (212) 756-2280 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 5, 2006 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Schedule) 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 ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss.240.13d-7 for other parties to whom copies are to be sent. * The remainder of this cover 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 cover 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). SCHEDULE 13D/A - -------------------------------------------------------------------------------- CUSIP NO. 965063100 PAGE 2 OF 9 PAGES - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Prentice Capital Management, LP I.R.S. ID: 73-1728931 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 ---------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 70,890,594 shares (including 68,020,815 shares OWNED BY issuable upon conversion of notes and payable as EACH shares of interest under the notes) (see Item 5) REPORTING ---------------------------------------------------------- PERSON WITH 9 SOLE DISPOSITIVE POWER 0 ---------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 70,890,594 shares (including 68,020,815 shares issuable upon conversion of notes and payable as shares of interest under the notes) (see Item 5) - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 70,890,594 shares (including 68,020,815 shares issuable upon conversion of notes and payable as shares of interest under the notes) (see Item 5) - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 65.97% (see Item 5) - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN - -------------------------------------------------------------------------------- SCHEDULE 13D/A - -------------------------------------------------------------------------------- CUSIP NO. 965063100 PAGE 3 OF 9 PAGES - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) PWJ Lending LLC I.R.S. ID: 02-0751960 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 ---------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 2,094,346 shares of common stock (see Item 5) OWNED BY ---------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH 0 ---------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 2,094,346 shares of common stock (see Item 5) - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 2,094,346 shares of common stock (see Item 5) - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.95% (assuming issuance of the notes and 12.49% otherwise) (see Item 5) - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO - -------------------------------------------------------------------------------- SCHEDULE 13D/A - -------------------------------------------------------------------------------- CUSIP NO. 965063100 PAGE 4 OF 9 PAGES - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) PWJ Funding LLC I.R.S. ID: 61-149-4137 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 ---------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 68,796,248 shares issuable upon conversion of OWNED BY notes and payable as shares of interest under EACH the notes (see Item 5) REPORTING ---------------------------------------------------------- PERSON WITH 9 SOLE DISPOSITIVE POWER 0 ---------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 68,796,248 shares issuable upon conversion of notes and payable as shares of interest under the notes (see Item 5) - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 68,796,248 shares issuable upon conversion of notes and payable as shares of interest under the notes (see Item 5) - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 64.02% (see Item 5) - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO - -------------------------------------------------------------------------------- SCHEDULE 13D/A - -------------------------------------------------------------------------------- CUSIP NO. 965063100 PAGE 5 OF 9 PAGES - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Michael Zimmerman - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S. - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 ---------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 70,890,594 shares (including 68,020,815 shares OWNED BY issuable upon conversion of notes and payable as EACH shares of interest under the notes) (see Item 5) REPORTING ---------------------------------------------------------- PERSON WITH 9 SOLE DISPOSITIVE POWER 0 ---------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 70,890,594 shares (including 68,020,815 shares issuable upon conversion of notes and payable as shares of interest under the notes) (see Item 5) - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 70,890,594 shares (including 68,020,815 shares issuable upon conversion of notes and payable as shares of interest under the notes) (see Item 5) - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 65.97% (See item 5) - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- Pursuant to Rule 13d-2 promulgated under the Act, this Schedule 13D/A (this "AMENDMENT NO. 4", as previously amended by Amendment No. 1 filed on October 31, 2005, Amendment No. 2 filed on December 12, 2005 and Amendment No. 3 filed on December 13, 2005) amends the Schedule 13D filed on October 13, 2005 (File Number 005-46037) ("SCHEDULE 13D"). This Amendment No. 4 is being filed by Prentice Capital Management, LP ("PRENTICE CAPITAL MANAGEMENT"), PWJ Lending LLC ("PWJ LENDING"), PWJ Funding LLC ("PWJ FUNDING") and Michael Zimmerman ("MR. ZIMMERMAN" and, together with Prentice Capital Management, PWJ Lending and PWJ Funding, the "REPORTING Persons") relating to the Common Stock, par value $.001 per share (the "Shares"), of Whitehall Jewellers, Inc., a Delaware corporation (the "COMPANY"). The Reporting Persons are making this single, joint filing because they may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the Act. The agreement among the Reporting Persons to file jointly (the "JOINT FILING AGREEMENT") is incorporated herein by reference to Exhibit A of Schedule 13D. Each Reporting Person disclaims beneficial ownership of all shares of Common Stock, other than those reported herein as being owned by it. Prentice Capital Management serves as investment manager to a number of investment funds and manages investments for certain entities in managed accounts with respect to which it has voting and dispositive authority over the Shares reported in this Amendment No. 4. PWJ Lending and PWJ Funding are entities directly controlled by Prentice Capital Management, its manager. Mr. Zimmerman is the Managing Member of (a) Prentice Management GP, LLC the general partner of Prentice Capital Management and (b) Prentice Capital GP, LLC, the general partner of certain investment funds. As such, he may be deemed to control Prentice Capital Management and certain of the investment funds and therefore may be deemed to be the beneficial owner of the securities reported in this Amendment No. 4. Each of Mr. Zimmerman and Prentice Capital Management disclaims beneficial ownership of all of the Shares reported in this Amendment No. 4. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Item 3 is hereby amended and restated as follows: As of the date hereof, the following persons may be deemed to own the amount of Shares set forth below: PWJ Lending. 2,094,346 Shares, all of which were issued upon exercise of the Warrants. Certain of the Shares held by PWJ Lending are held by various investment funds including Prentice Capital Partners, LP, Prentice Capital Partners QP, LP, Prentice Capital Offshore, Ltd., PEC I LLC and managed accounts managed by Prentice Capital Management and Mr. Zimmerman, in each case, as nominee for PWJ Lending. For purposes of this Amendment No. 4, references to PWJ Lending shall be deemed to include such investment funds and managed accounts. PWJ Funding. 68,796,248 Shares of which 68,020,815 Shares would be issuable upon conversion of the notes, including interest shares if interest is paid in Common Stock for the first three years of the note at a conversion price of $.75, and an aggregate of 775,433 Shares which were acquired in two separate privately negotiated transactions. Certain of the Shares held by PWJ Funding are held by various investment funds including Prentice Capital Partners, LP, Prentice Capital Partners QP, LP, Prentice Capital Offshore, Ltd., PEC I LLC and managed accounts managed by Prentice Capital Management and Mr. Zimmerman, in each case, as nominee for PWJ Funding. For purposes of this Amendment No. 4, references to PWJ Funding shall be deemed to include such investment funds and managed accounts. Each of PWJ Lending and PWJ Funding purchased the Warrants, the Notes and the Shares, as applicable, with investment capital. ITEM 4. PURPOSE OF TRANSACTION. Item 4 is hereby amended to insert the following between the 19th and 20th paragraphs thereof: On January 5 and 6, 2006, PWJ Funding acquired in two separate privately negotiated transactions 163,433 and 612,000 Shares, respectively, together with irrevocable proxies to vote such Shares or an agreement from the seller of such Shares to vote those Shares in favor of the proposals to be considered, in either case, at the meeting of the stockholders of the Company scheduled for January 19, 2005 (the "Special Meeting") as the case may be, pursuant to letter agreements which are being filed as exhibits hereto (the "Letter Agreements"). The Letter Agreement related to the January 5, 2006 transaction was orally modified subsequent to its execution to provide for a sale of only 163,433 Shares rather than 213,333 Shares. The foregoing description of the Letter Agreements is qualified in its entirety by reference to such Letter Agreements. PWJ Funding acquired these Shares to vote in favor of the proposals to (A) issue Shares pursuant to the terms of the Notes, (B) an amendment to the Company's certificate of incorporation providing for a 1-for-2 reverse stock split, and (C) the election of persons designated by the Investors to the Company's board of directors, and to vote against the nominees to the Company's board of directors proposed by Newcastle Partners, L.P. ("Newcastle") and its affiliates. The Reporting Persons currently intend to vote any Shares beneficially owned by them in favor of the proposals to be considered at the Special Meeting. In addition, on January 5 and 6, 2006 Holtzman Opportunity Fund, L.P. ("Holtzman") acquired in two separate privately negotiated transactions an aggregate of 357,600 Shares, together with irrevocable proxies to vote such Shares or an agreement from the seller of such Shares to vote those Shares in favor of the proposals to be considered, in either case, at the Special Meeting, as the case may be. As of the date hereof, based solely on information provided to the Reporting Persons by Holtzman, Holtzman beneficially owns in the aggregate 1,055,716 Shares representing approximately 6.30% of the Shares outstanding (without taking into account any Shares issuable upon conversion of the Notes and payable as shares of interest under the Notes). By virtue of the actions taken by the Reporting Persons, in concert with Holtzman, the Reporting Persons and Holtzman are deemed to constitute a "group" within the meaning of Section 13(d)(3) of the Act. Each Reporting Persons expressly disclaims beneficial ownership of any of the shares of Common Stock other than those reported herein as being owned by it. None of the Reporting Persons intend to participate in the currently pending offer to purchase Shares by JWL Acquisition Corp. ("JWL"). On January 5, 2006, Newcastle and JWL filed a complaint (the "Complaint") in the United States District Court for the Southern District of New York against the Company, Prentice Capital Management and Holtzman. The Complaint alleges, among other things, that the Company, Prentice Capital Management and Holtzman have engaged in a series of violations of the federal securities laws, including violations of tender offer rules and regulations. Among other things, the Complaint alleges that Prentice Capital Management and Holtzman have been acquiring a control block of shares, without disclosing their plans and purchases, in violation of Section 13(d) and Section 14(d) of the Act. The allegations include the claim that Prentice Capital Management and Holtzman have engaged in a de facto tender offer, under which a select group of shareholders are being offered a substantial premium to market prices as a coercive device to pressure them to tender their shares. The Complaint further alleges that the Company has violated federal proxy laws by failing to disclose the activities of Prentice Capital Management and Holtzman in soliciting support of the proposals submitted by Company management for consideration at the Special Meeting. The Reporting Persons deny the allegations contained in the Complaint which they believe are without merit and intend to vigorously defend themselves against it. ITEM 5. INTEREST IN SECURITIES OF THE COMPANY. Item 5 is hereby amended and restated as follows: (a) The aggregate percentage of Shares reported to be beneficially owned by the Reporting Persons is based upon 16,763,215 Shares outstanding as of December 9, 2005. None of the foregoing share calculations takes into account the 1 for 2 reverse stock split contemplated by the Purchase Agreement. As described in Item 3, as of the date of this Amendment No. 4, (i) PWJ Lending beneficially owns 2,094,346 Shares, which were issued upon exercise of the Warrants representing approximately 1.95% of the Shares outstanding (assuming issuance of the Notes and 12.49% otherwise), (ii) PWJ Funding may be deemed to beneficially own 68,796,248 Shares, 68,020,815 Shares of which would be issuable upon conversion of the Notes, including interest shares if interest will be paid in Common Stock for the first three years of the note, at a conversion price of $.75, and an aggregate of 775,433 Shares which were acquired in two separate privately negotiated transactions, which shall represent approximately 64.02% of the Shares then outstanding, (iii) each of Prentice Capital Management and Mr. Zimmerman may be deemed to beneficially own 70,890,594 Shares, including the 2,094,346 Shares issued upon exercise of the Warrant and 68,020,815 Shares issuable upon conversion of the Notes, which combined represent beneficial ownership of approximately 65.97% of the Shares (assuming issuance of the Notes and 17.12% otherwise). In addition, as described under Item 4, the Reporting Persons and Holtzman are deemed to constitute a "group" within the meaning of Section 13(d)(3) of the Act. Collectively, the Reporting Persons and Holtzman are deemed to beneficially own approximately 23.42% of the Shares outstanding (without taking into account any Shares issuable upon conversion of the Notes and payable as shares of interest under the Notes). Each Reporting Persons expressly disclaims beneficial ownership of any of the shares of Common Stock other than those reported herein as being owned by it. None of the foregoing share calculations takes into account the 1 for 2 reverse stock split contemplated by the Purchase Agreement. (a) The Reporting Persons are making this single, joint filing because they may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the Act. Each Reporting Persons expressly disclaims beneficial ownership of any of the shares of Common Stock other than those reported herein as being owned by it. (b) Certain of the Reporting Persons share voting and dispositive powers over the Shares beneficially owned to the extent reported herein. (c) On October 3, 2005, in connection with the execution of the Securities Purchase Agreement, the Company (i) issued to PWJ Lending the Warrant to purchase 2,094,346 Shares at an exercise price of $.75 per share and (ii) entered into the Securities Purchase Agreement whereby the Company would issue to PWJ Funding notes convertible into 68,020,815 Shares, including the payment of interest shares for the first three years of the term of the note, at a conversion price of $.75 per share. None of the foregoing share calculations takes into account the 1 for 2 reverse stock split contemplated by the Purchase Agreement. On December 6, 2005, PWJ Lending exercised the Warrant in full and as of said date was the record owner of 2,094,346 Shares that were issued upon exercise of the Warrant. On January 5 and 6, 2006, PWJ Funding purchased an additional 775,433 Shares, in the aggregate, in two separate privately negotiated transactions (i) 163,433 Shares of which were sold at a per Share price of $1.20 in cash on January 5, 2006 and (ii) 612,000 Shares of which were sold at an initial per Share price of $1.20 in cash on January 6, 2006, subject to adjustment, based on the difference between $1.20 per Share and the per Share price paid by Newcastle in its tender offer payable on the same date that Newcastle pays the tendering Company stockholders for their Shares, if at all. (d) No person (other than the Reporting Persons) is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE COMPANY. Item 6 is hereby amended to insert the following at the end thereof: In connection with the purchases of 775,433 Shares, in the aggregate, by PWJ Funding, each seller of such Shares granted PWJ Funding or its representatives an irrevocable proxy to vote such Shares (or agreed to vote such Shares in favor of the Company's current proposals) at the Special Meeting. The Letter Agreements are incorporated by reference into this Item 6. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit A Joint Filing Agreement dated October 12, 2005 (previously filed with Schedule 13D on October 13, 2005 and incorporated by reference herein.) Exhibit B Letter Agreement by and between PWJ Funding LLC and Matthew Harman dated January 4, 2006. Exhibit C Letter Agreement by and among Holtzman Opportunity Fund, L.P., Prentice Capital Management, LP and Myron Kaplan dated January 5, 2006. SIGNATURES After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: January 6, 2006 PRENTICE CAPITAL MANAGEMENT, LP By: /s/ Michael Weiss -------------------------------------- Name: Michael Weiss Title: Chief Financial Officer PWJ FUNDING LLC By: Prentice Capital Management, LP, its Manager By: /s/ Michael Weiss -------------------------------------- Name: Michael Weiss Title: Chief Financial Officer PWJ LENDING LLC By: /s/ Jonathan Duskin -------------------------------------- Name: Jonathan Duskin Title: Managing Director MICHAEL ZIMMERMAN /s/ Michael Zimmerman - ----------------------------------- Michael Zimmerman EXHIBIT INDEX Exhibit A Joint Filing Agreement dated October 12, 2005 (previously filed with Schedule 13D on October 13, 2005 and incorporated by reference herein). Exhibit B Letter Agreement by and between PWJ Funding LLC and Matthew Harman dated January 4, 2006. Exhibit C Letter Agreement by and among Holtzman Opportunity Fund, L.P., Prentice Capital Management, LP and Myron Kaplan dated January 5, 2006. EX-99 2 exhibit-b.txt EXHIBIT B-LTR-SALE OF 816,000 SHARES COMMON STOCK EXHIBIT B January 4, 2006 Matthew Harman Re: Sale of 213,333 shares of common stock of Whitehall Jewellers, Inc. Dear Mr. Harman: In connection with the sale by you of 213,333 shares of common stock of Whitehall Jewellers, Inc. ("Whitehall") on December 30, 2005 to PWJ Funding LLC ("PWJ"), we wish to confirm the following: 1. You have agreed to sell 213,333 shares of common stock of Whitehall (the "Stock") to PWJ at a price of $1.20 per share, representing a total purchase price of $255,999.60 (the "Purchase Price"). The transfer of the Stock shall be completed on or before January 5, 2006, unless extended by mutual agreement of the parties (the "Closing Date"). PWJ shall, on the Closing Date, forward the Purchase Price of the Stock to you. 2. You will immediately execute all documents and take all actions necessary to transfer the Stock sold to PWJ on or before the Closing Date. Additionally, you represent that you have all of the voting rights with regard to the Stock and that you have not tendered or submitted for tender any of the Stock in connection with the tender offer currently pending by JWL Acquisition Corp. or any of its affiliates. If any such Stock has been so tendered, you agree to immediately withdraw such shares of Stock and provide PWJ evidence of such withdrawal. 3. As an inducement for PWJ to enter into this agreement, you hereby irrevocably (to the fullest extent permitted by law) appoint and constitute Jonathan Duskin and Charles Phillips your proxy with respect to all Stock sold pursuant to the agreement with full power of substitution and resubstitution. As of the date hereof, to the extent requested by PWJ, all prior proxies given by or on your behalf with respect to any of the Stock will be revoked, and no subsequent proxies will be given with respect to any of the Stock by you. The proxy named above will be empowered, and may exercise this proxy, to vote the Stock, at any time and from time to time, in its sole and absolute discretion and without notice to you at any meeting of the stockholders of the Company, however called, or in any written action by consent of stockholders of the Company, with respect to all matters brought before a vote of the stockholders for any purpose or reason. This proxy shall be binding upon your heirs, successors and assigns. Any term or provision of this proxy which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this proxy or affecting the validity or enforceability of any of the terms or provisions of this proxy in any other jurisdiction. If any provision of this proxy is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as is enforceable. You hereby affirm that this proxy is given for the purpose of and should be construed so as to effectuate the purposes set forth above, and that this proxy is coupled with an interest and is irrevocable during the term hereof. 4. You have made an independent decision to sell the Stock to PWJ based on the information available to it, which you have determined is adequate for the purpose, and you have not relied on any information (in any form, whether written or oral) furnished by PWJ, any of its representatives or any third person on their behalf in making that decision. 5. No party to this agreement has rendered any opinion to any other party as to whether the purchase or sale of the Stock is prudent or suitable, and no party to this agreement is relying on any representation or warranty by any other party except as expressly set forth in this agreement. 6. Each party acknowledges and represents that it is a sophisticated investor with respect to the Stock and it has adequate information concerning the business and financial condition of Whitehall and any affiliates of Whitehall, and understands the disadvantage to which any party may be subject on account of the disparity of information as between the parties. In this regard, you acknowledge that PWJ has been, and continues to be, provided information concerning the operation of Whitehall, including but not limited to financial information, as a result of its participation in a thirty million dollar ($30,000,000) bridge loan to Whitehall. You further acknowledge that PWJ (and certain of its affiliates) are shareholders of Whitehall and that Jonathan Duskin and Charles Phillips, affiliates of PWJ and its affiliates, are director nominees of Whitehall. Each party hereto believes, by reason of its business or financial experience, that it is capable of evaluating the merits and risks of the sale and of protecting its own interests in connection with the purchase and sale of the Stock. 7. You acknowledge that PWJ, Jonathan Duskin and Charles Phillips and their respective affiliates may possess material non-public information not known to you regarding or relating to Whitehall or the Stock, including, but not limited to, information concerning the business, financial condition and any prospects or restructuring plans of Whitehall. You further acknowledge that none of, PWJ, Jonathan Duskin and Charles Phillips nor their respective affiliates shall have any liability whatsoever (and you hereby waive and release all claims that you may otherwise have) with respect to the nondisclosure of any such information, whether before or after the date of this agreement. 8. Each party hereto expressly releases the other party, their affiliates, successors and/or assigns and their respective officers, directors, employees, agents, trustees and controlling persons from any and all liabilities arising from the failure to disclose non-public information with respect to Whitehall or the Stock, and each party agrees to make no claim against the other party, their affiliates, successors and/or assigns and their respective officers, directors, employees, managers, agents, trustees and controlling persons in respect of the sale of the Stock relating to any failure to disclose such non-public information. [Paragraph 9 continued on next page] 9. Governing Law. This letter agreement shall be governed by and construed in accordance with the laws of the State of New York. PWJ Funding LLC By: PRENTICE CAPITAL MANAGEMENT, LP ---------------------------------- Its: MANAGER ---------------------------- By: /s/ Michael Weiss ---------------------------------- Printed Name: MICHAEL WEISS ------------------------ Its: CFO ---------------------------------- AGREED TO and accepted this 5th day of January, 2006 /s/ Matthew Harman - ------------------------------------------ Matthew Harman EX-99 3 exhibit-c.txt EXHIBIT C-LTR-SALE OF 816,000 SHARES COMMON STOCK EXHIBIT C HOLTZMAN OPPORTUNITY FUND, L.P. 100 N. Wilkes-Barre Blvd., Fourth Floor Wilkes-Barre, PA 18702 (570) 822-6277 (570) 820-7014 Facsimile January 5, 2006 Myron Kaplan 475 Grand Avenue Englewood, New Jersey Re: Sale of 816,000 shares of common stock of Whitehall Jewellers, Inc. Dear Mr. Kaplan: In connection with the sale by you of shares of common stock of Whitehall Jewellers, Inc. ("Whitehall") to Holtzman Opportunity Fund, L.P. and Prentice Capital Management, L.P. (collectively "Holtzman"), we wish to confirm the following: 1. You have agreed to sell 816,000 shares of common stock of Whitehall (the "Stock") to Holtzman at a price of $1.20 per share, representing a total purchase price of $979,200 (the "Purchase Price"). In the event Newcastle Partners, L.P. ("Newcastle") consummates a tender offer for shares of Whitehall common stock at a price in excess of $1.20 per share, Holtzman shall also pay to you the difference between $1.20 per share and the per share price paid by Newcastle in connection with the tender offer payable on the same date that Newcastle pays the tendering Whitehall shareholders for their shares. The payment of the Purchase Price and the transfer of the Stock shall be completed on or before January 5, 2006, unless extended by mutual agreement of the parties (the "Closing Date"). 2. You will immediately execute all documents and take all action necessary to transfer the Stock to Holtzman on or before the Closing Date. Additionally, you represent that you have all of the voting rights with regard to the Stock and that you will vote all of the Stock and shares owned by you as of the record date (for such special meeting described below) on Whitehall's white proxy card in favor of management's proposals which include, electing the Whitehall director nominees, approving the issuance of shares of Whitehall's common stock pursuant to the terms of Whitehall's secured convertible note and approving the amendment to Whitehall's Certificate of Incorporation to effect a 1 for 2 reverse stock split. The foregoing vote is in connection with the special meeting of the Company's shareholders scheduled on January 19, 2006. You must vote the Stock and shares owned as of the record date on Whitehall's white proxy card before January 10, 2006 to assure that the Stock is voted in a timely manner. Holtzman shall, on the Closing Date, forward the Purchase Price of the Stock to you by wire transfer. Upon receipt of the Purchase Price, you shall immediately transfer the Stock to Holtzman. 3. You have made an independent decision to sell the Stock to Holtzman based on the information available to it, which you have determined is adequate for that purchase, and you have not relied on any information (in any form, whether written or oral) furnished by Holtzman, any of its representatives or any third person on their behalf in making that decision. 4. No party to this agreement has rendered any opinion to any other party as to whether the purchase or sale of the Stock is prudent or suitable, and no party to this Agreement is relying on any representation or warranty by any other party except as expressly set forth in this Agreement. 5. Each party acknowledges and represents that it is a sophisticated investor with respect to the Stock and it has adequate information concerning the business and financial condition of Whitehall and any affiliates of Whitehall, and understands the disadvantage to which any party may be subject on account of the disparity of information as between the parties. In this regard, you acknowledge that Holtzman has been, and continues to be, provided information concerning the operation of Whitehall, including but not limited to financial information, as a result of its participation in a thirty million dollar ($30,000,000) bridge loan to Whitehall. You further acknowledge that Holtzman is a shareholder of Whitehall and that Seymour Holtzman, the controlling manager of Holtzman Opportunity Fund, L.P. is a director nominee of Whitehall. Additionally, Jonathan Duskin ("Duskin"), a controlling person of Prentice Capital Management, L.P., is also a director nominee of Whitehall. Each party hereto believes, by reason of its business or financial experience, that it is capable of evaluating the merits and risks of the sale and of protecting its own interests in connection with the purchase and sale of the Stock. 6. You acknowledge that Holtzman, Seymour Holtzman, Efrem Gerszberg, Duskin and their affiliates may possess material non-public information not known to you regarding or relating to Whitehall or the Stock, including, but not limited to, information concerning the business, financial condition and any prospects or restructuring plans of Whitehall. You further acknowledge that neither Holtzman, Efrem Gerszberg, Seymour Holtzman, Duskin nor their affiliates shall have any liability whatsoever (and you hereby waive and release all claims that you may otherwise have) with respect to the nondisclosure of any such information, whether before or after the date of this Agreement. 7. Each party hereto expressly releases the other party, their affiliates, successors and/or assigns and their respective officers, directors, employees, agents, trustees and controlling persons from any and all liabilities arising from the failure to disclose non- public information with respect to Whitehall or the Stock, and each party agrees to make no claim against the other party, their affiliates, successors and/or assigns and their respective officers, directors, employees, managers, agents, trustees and controlling persons in respect of the sale of the Stock relating to any failure to disclose such non-public information. [Paragraph 8 continued on next page] 8. Governing Law. This letter agreement shall be governed by and construed in accordance with the laws of the State of New York. Holtzman Opportunity Fund, L.P. By: Holtzman Financial Advisors, LLC Its General Partner By: /s/ Seymour Holtzman ------------------------------------- Printed Name: Seymour Holtzman Its: Managing Director Prentice Capital Management, L.P. By: /s/ Jonathan Duskin ------------------------------------- Printed Name: Jonathan Duskin Its: Managing Director AGREED TO and accepted this 5th day of January, 2006 /s/ Myron Kaplan - ------------------------------------------- Myron Kaplan -----END PRIVACY-ENHANCED MESSAGE-----