-----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, Q47txq3v3oVwZ7LDVfCeidZkS2PcW5qvhkoc34X4lgVZn399tlz+OpF3mxWVKrSs tA3P0XRyhb1i527EBmc/xA== 0000902664-06-000147.txt : 20060125 0000902664-06-000147.hdr.sgml : 20060125 20060125160703 ACCESSION NUMBER: 0000902664-06-000147 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060124 FILED AS OF DATE: 20060125 DATE AS OF CHANGE: 20060125 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Zimmerman Michael CENTRAL INDEX KEY: 0001326156 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-15615 FILM NUMBER: 06549790 BUSINESS ADDRESS: BUSINESS PHONE: (212) 756-8040 MAIL ADDRESS: STREET 1: 900 THIRD AVENUE, 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 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: Prentice Capital Management, LP CENTRAL INDEX KEY: 0001326150 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-15615 FILM NUMBER: 06549791 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-15615 FILM NUMBER: 06549788 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: PWJ Funding LLC CENTRAL INDEX KEY: 0001341139 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-15615 FILM NUMBER: 06549789 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 4 1 form4_ex.xml X0202 4 2006-01-24 0 0000868984 WHITEHALL JEWELLERS INC JWLR.PK 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 2006-01-24 4 P 0 308400 1.50 A 3228079 I See Common Stock issuable upon conversion of notes See 0.75 2005-10-03 4 P 0 0 0 A 2005-10-03 Common Stock 68020815 68020815 I See 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 4. 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 Investment Manager, its manager. On January 24, 2006 PWJ Funding purchased 308,400 shares of Common Stock. PWJ Lending beneficially owns 2,094,346 shares. PWJ Funding may be deemed to beneficially own 69,154,548 shares, consisting of 68,020,815 shares issuable upon conversion of the notes, including the payment of interest shares for the first three years of the notes and 1,133,733 shares, of which 308,400 were acquired as described in the first sentence of this footnote (2). Neither the Investment Manager nor Mr. Zimmerman directly owns any shares. The Investment Manager and Mr. Zimmerman may be deemed to beneficially own 71,248,894 shares of Common Stock. 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. Certain of the Shares held by PWJ Lending and 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 the Investment Manager and Mr. Zimmerman, in each case, as nominee for PWJ Lending and PWJ Funding. For purposes of this Form 4, references to PWJ Lending and PWJ Funding shall be deemed to include such investment funds and managed accounts. 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. PRENTICE CAPITAL MANAGEMENT, LP By: Michael Weiss as Chief Financial Officer 2006-01-25 EX-99 2 jointfilerinformation.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: January 24, 2006 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: January 24, 2006 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: January 24, 2006 SIGNATURE: /s/ Michael Zimmerman - -------------------------- Michael Zimmerman -----END PRIVACY-ENHANCED MESSAGE-----