-----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, KQbKShe0sCM5EIvpAvj65ApPrUPbl77CqWZn/T3ynlfTvrxjAkeke+7aRgJNlwaD ksrc87ADbIs4KHf2RrXFTQ== 0000902664-05-002004.txt : 20051013 0000902664-05-002004.hdr.sgml : 20051013 20051013114510 ACCESSION NUMBER: 0000902664-05-002004 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051003 FILED AS OF DATE: 20051013 DATE AS OF CHANGE: 20051013 ISSUER: 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 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PWJ Funding LLC CENTRAL INDEX KEY: 0001341139 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-15615 FILM NUMBER: 051136352 BUSINESS ADDRESS: STREET 1: 623 FIFTH AVENUE 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-756-8040 MAIL ADDRESS: STREET 1: 623 FIFTH AVENUE 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Zimmerman Michael CENTRAL INDEX KEY: 0001326156 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-15615 FILM NUMBER: 051136353 BUSINESS ADDRESS: BUSINESS PHONE: (212) 756-8040 MAIL ADDRESS: STREET 1: 900 THIRD AVENUE, 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Prentice Capital Management, LP CENTRAL INDEX KEY: 0001326150 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-15615 FILM NUMBER: 051136354 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PWJ Lending LLC CENTRAL INDEX KEY: 0001341138 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-15615 FILM NUMBER: 051136355 BUSINESS ADDRESS: STREET 1: 623 FIFTH AVENUE 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-756-8040 MAIL ADDRESS: STREET 1: 623 FIFTH AVENUE 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 3 1 form3_ex.xml X0202 3 2005-10-03 0 0000868984 WHITEHALL JEWELLERS INC JWL 0001326150 Prentice Capital Management, LP 623 FIFTH AVENUE, 32ND FLOOR NEW YORK, NY 10022 0 0 1 0 0001326156 Zimmerman Michael 623 FIFTH AVENUE 32ND FLOOR NEW YORK NY 10022 0 0 1 0 0001341139 PWJ Funding LLC 623 FIFTH AVENUE 32ND FLOOR NEW YORK NY 10022 0 0 1 0 0001341138 PWJ Lending LLC 623 FIFTH AVENUE 32ND FLOOR NEW YORK NY 10022 0 0 1 0 Common Stock issuable upon exercise of warrants .75 2005-10-03 Common Stock 2094346 I See Notes Common Stock issuable upon conversion of notes See (3) .75 Common Stock 68020815 I See Notes Prentice Capital Management, LP (the "Investment Manager") 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 Common Stock reported in this Form 3. Michael Zimmerman ("Mr. Zimmerman") is responsible for the supervision and conduct of all investment activities of the Investment Manager, including, without limitation, for all investment decisions with respect to the assets of such investment funds and managed accounts. PWJ Lending LLC ("PWJ Lending") is an entity established to make certain loans to Issuer and receive warrants from Issuer in connection therewith. PWJ Funding LLC ("PWJ Funding") is an entity established to purchase secured convertible notes from Issuer. PWJ Lending and PWJ Funding are directly controlled by Prentice Capital Management, its manager. PWJ Lending may be deemed to beneficially own 2,094,346 shares issuable upon exercise of warrants, which represents 1.95% of the outstanding shares (assuming issuance of the notes as described below and 14.99% otherwise). PWJ Funding may be deemed to beneficially own 68,020,815 shares issuable upon conversion of the notes, including the payment of interest shares for the first three years of the note which shall represent 63.3% of the outstanding shares. Neither the Investment Manager nor Mr. Zimmerman directly owns any shares. The Investment Manager and Mr. Zimmerman may be deemed to beneficially own 70,115,161 shares of Common Stock, which represents approximately 65.25% of the outstanding shares. Each of the Investment Manager and Mr. Zimmerman disclaims any beneficial ownership of the shares included in this report to the extent such beneficial ownership exceeds such person's pecuniary interest therein. Subject to certain terms and conditions set forth in the Securities Purchase Agreement dated as of October 3, 2005 (the "Purchase Agreement"), the Company has agreed to sell to PWJ Funding and Holtzman Opportunity Fund, L.P. (the "Investors") $50,000,000 of secured convertible notes (the "Notes"). The stated maturity of the Notes will be three years after the date of issuance which maturity generally may be extended by the Company for up two years. The Notes will bear interest at a rate of 12.0% per annum, payable quarterly. During the initial three year term of the Notes, interest will be paid in shares of Common Stock at the conversion price (initially $0.75 per share). The notes have not yet been issued and are subject to satisfaction of certain conditions, including shareholder approval, under the Purchase Agreement. Upon issuance, the Notes will be immediately convertible into shares of Common Stock. The warrants expire 84 months after issuance date. PRENTICE CAPITAL MANAGEMENT, LP; By: /s/ Michael Weiss as Chief Financial Officer 2005-10-12 EX-99 2 exhibit99.txt JOINT FILER INFORMATION Joint Filer Information Name: PWJ Funding LLC Address: 623 Fifth Avenue, 32nd Floor New York, New York 10022 Designated Filer: Prentice Capital Management, LP Issuer: Whitehall Jewellers, Inc. Date of Event Requiring Statement: October 3, 2005 Signature: /s/ Michael Weiss - ---------------------------------- Michael Weiss, CFO of Prentice Capital Management, LP, its Manager Name: PWJ Lending LLC Address: 623 Fifth Avenue, 32nd Floor New York, New York 10022 Designated Filer: Prentice Capital Management, LP Issuer: Whitehall Jewellers, Inc. Date of Event Requiring Statement: October 3, 2005 Signature: /s/ Jonathan Duskin - ------------------------------------ Jonathan Duskin, Managing Director Name: Michael Zimmerman Address: 623 Fifth Avenue, 32nd Floor New York, New York 10022 Designated Filer: Prentice Capital Management, LP Issuer: Whitehall Jewellers, Inc. Date of Event Requiring Statement: October 3, 2005 Signature: /s/ Michael Zimmerman - -------------------------------------- Michael Zimmerman -----END PRIVACY-ENHANCED MESSAGE-----