-----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, BBFpU71xOmWAeesLnqr4gH69bBEWtUN5Vvn4S1VnXMN5XDUUJp8Z3DqYmGqtWy52 yTV0JXScg4Nz/jwGm8uQFQ== 0000922423-06-000208.txt : 20060209 0000922423-06-000208.hdr.sgml : 20060209 20060209171253 ACCESSION NUMBER: 0000922423-06-000208 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060209 DATE AS OF CHANGE: 20060209 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HOLTZMAN SEYMOUR CENTRAL INDEX KEY: 0000904439 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 100 N WILKES BARRE BLVD STREET 2: 4TH FL CITY: WILKES BARRE STATE: PA ZIP: 18702 MAIL ADDRESS: STREET 1: C/O JEWELCOR - 4TH FLOOR STREET 2: 100 N WILKES BARRE BLVD CITY: WILKES BARRE STATE: PA ZIP: 18702 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: 06594043 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 SC 13D/A 1 kl02052_sc13d-a.txt SCHEDULE 13D AMENDMENT NO. 6 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Amendment No. 6 Under the Securities Exchange Act of 1934 Whitehall Jewellers, Inc. ------------------------- (Name of Issuer) Common Stock, $.001 par value ----------------------------- (Title of Class of Securities) 965063100 --------- (CUSIP Number) Seymour Holtzman c/o Jewelcor Companies 100 N. Wilkes Barre Blvd. 4th Floor Wilkes Barre, Pennsylvania 18702 (570) 822-6277 -------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 8, 2006 ---------------- (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 which 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: |_| This Amendment No. 6 amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on November 1, 2005, as amended (the "Statement"), by and on behalf of Seymour Holtzman, SH Independence, LLC ("Independence"), Holtzman Financial Advisors, LLC ("Advisors") and Holtzman Opportunity Fund, L.P. ("Opportunity") with respect to the shares of common stock, par value $.001 per share (the "Common Stock"), of Whitehall Jewellers, Inc., a Delaware corporation (the "Issuer"). The principal executive offices of the Issuer are located at 155 North Wacker Drive, Suite 500, Chicago, Illinois 60606. ITEM 4. PURPOSE OF TRANSACTION. The information contained in Item 4 of the Statement is hereby amended and supplemented as follows: On February 8, 2006, in accordance with the Merger Agreement, the Investors, WJ Holding, WJ Acquisition, Michael Zimmerman and Seymour Holtzman commenced the previously announced tender offer to pay all Issuer stockholders (other than the Reporting Persons, Prentice and their respective affiliates) $1.60 for each share of Common Stock duly tendered to WJ Acquisition and not withdrawn, contemplated to be followed by a merger of WJ Acquisition with and into the Issuer, pursuant to which all non-tendering Issuer stockholders (other than the Reporting Persons, Prentice and their respective affiliates) would receive $1.60 per share, all as set forth in the Schedule TO filed with the SEC on February 8, 2006. SIGNATURES ---------- After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this Statement is true, complete and correct. Dated: February 9, 2006 /s/ Seymour Holtzman --------------------------- Seymour Holtzman SH INDEPENDENCE, LLC By: /s/ Seymour Holtzman ------------------------------------- Name: Seymour Holtzman Title: Managing Member HOLTZMAN FINANCIAL ADVISORS, LLC By: SH Independence, LLC, its Managing Member By: /s/ Seymour Holtzman --------------------------------- Name: Seymour Holtzman Title: Manager HOLTZMAN OPPORTUNITY FUND, L.P. By: Holtzman Financial Advisors, LLC, its General Partner By: SH Independence, LLC, its Managing Member By: /s/ Seymour Holtzman -------------------------------- Name: Seymour Holtzman Title: Manager -----END PRIVACY-ENHANCED MESSAGE-----